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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

 

Commission file number 0-20797

 

RUSH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

Texas 74-1733016
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
555 IH 35 South, New Braunfels, TX 78130
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (830) 302-5200
   
Securities registered pursuant to Section 12(b) of the Act:
Class A and Class B Common Stock, $.01 par value NASDAQ Global Select Market
Title of each class  Name of each exchange on which registered

          

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes           No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes           No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes            No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes             No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer ☐      Non-accelerated filer ☐ Smaller Reporting Company ☐ Emerging growth company ☐
    (Do not check if a smaller reporting 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 7(a)(2)(B) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes           No

 

 

The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2017 was approximately $1,310,859,219 based upon the last sales price on June 30, 2017 on The NASDAQ Global Select MarketSM of $37.18 for the registrant’s Class A Common Stock and $36.41 for the registrant’s Class B Common Stock. Shares of Common Stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

The registrant had 31,400,734 shares Class A Common Stock and 8,433,777 shares of Class B Common Stock outstanding on February 16, 2018.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrant’s definitive proxy statement for the registrant’s 2018 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than May 1, 2018, are incorporated by reference into Part III of this Form 10-K.

 

 

 

RUSH ENTERPRISES, INC.

 

Index to Form 10-K

 

Year ended December 31, 2017

  

    Page No.

Part I

Item 1

Business

  4

Item 1A

Risk Factors

16

Item 1B

Unresolved Staff Comments

23

Item 2

Properties

23

Item 3

Legal Proceedings

23

Item 4

Mine Safety Disclosures

23

 

 

 

 

 

 

Part II

 

 

 

Item 5

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 

Item 6

Selected Financial Data  

26

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

40

Item 8

Financial Statements and Supplementary Data

41

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Item 9A

Controls and Procedures

73

Item 9B

Other Information

76

 

 

 

Part III

 

 

 

Item 10

Directors, Executive Officers and Corporate Governance

76

Item 11

Executive Compensation

76

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 

Item 13

Certain Relationships and Related Transactions, and Director Independence

77

Item 14

Principal Accountant Fees and Services

77

 

 

 

Part IV

 

 

 

Item 15

Exhibits, Financial Statement Schedules

78

Item 16

Form 10-K Summary

81

 

 

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this Form 10-K (or otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, website postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), notwithstanding that such statements are not specifically identified. Forward-looking statements include statements about the Company’s financial position, business strategy and plans and objectives of management of the Company for future operations. These forward-looking statements reflect the best judgments of the Company about the future events and trends based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or its subsidiaries or Company management, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements reflect our current view of the Company with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Please read Item 1A. “Risk Factors” for a discussion of certain of those risks. Other unknown or unpredictable factors could also have a material adverse effect on future results. Although the Company believes that its expectations are reasonable as of the date of this Form 10-K, it can give no assurance that such expectations will prove to be correct. The Company does not intend to update or revise any forward-looking statements unless securities laws require it to do so, and the Company undertakes no obligation to publicly release any revisions to forward-looking statements, whether because of new information, future events or otherwise.

 

NOTE REGARDING TRADEMARKS COMMONLY USED IN THE COMPANY’S FILINGS

 

Peterbilt® is a registered trademark of Peterbilt Motors Company. PACCAR® is a registered trademark of PACCAR, Inc. PacLease® is a registered trademark of PACCAR Leasing Corporation. Navistar® is a registered trademark of Navistar International Corporation. International® is a registered trademark of Navistar International Transportation Corp. Idealease is a registered trademark of Idealease, Inc. aka Idealease of North America, Inc. Blue Bird® is a registered trademark of Blue Bird Investment Corporation. IC Bus® is a registered trademark of IC Bus, LLC. Fuso® is a registered trademark of Mitsubishi Fuso Truck and Bus Corporation. Hino® is a registered trademark of Hino Motors, Ltd. Isuzu® is a registered trademark of Isuzu Motors Limited. Ford Motor Credit Company® is a registered trademark of Ford Motor Company. Ford® is a registered trademark of Ford Motor Company. SAP® is a registered trademark of SAP Aktiengesellschaft. IBM® is a registered trademark of International Business Machines Corporation. This report contains additional trade names or trademarks of other companies. Our use of such trade names or trademarks should not imply any endorsement or relationship with such companies.

 

PART I

 

Item 1.  Business

 

References herein to “the Company,” “Rush Enterprises,” “we,” “our” or “us” mean Rush Enterprises, Inc., a Texas corporation, and its subsidiaries unless the context requires otherwise.

 

Access to Company Information

 

We electronically file annual reports, quarterly reports, proxy statements and other reports and information statements with the SEC. You may read and copy any of the materials that we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. You may obtain information about the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to you on the SEC’s website at www.sec.gov.

 

We make certain of our SEC filings available, free of charge, through our website, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports. These filings are available as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website address is www.rushenterprises.com. The information contained on our website, or on other websites linked to our website, is not incorporated into this report or otherwise made part of this report.

 

 

General

 

Rush Enterprises, Inc. was incorporated in Texas in 1965 and consists of one reportable segment, the Truck Segment, and conducts business through its subsidiaries. Our principal offices are located at 555 IH 35 South, Suite 500, New Braunfels, Texas 78130.

 

We are a full-service, integrated retailer of commercial vehicles and related services. The Truck Segment includes the Company’s operation of a network of commercial vehicle dealerships under the name “Rush Truck Centers.” Rush Truck Centers primarily sell commercial vehicles manufactured by Peterbilt, International, Hino, Ford, Isuzu, Mitsubishi Fuso, IC Bus or Blue Bird. Through our strategically located network of Rush Truck Centers, we provide one-stop service for the needs of our commercial vehicle customers, including retail sales of new and used commercial vehicles, aftermarket parts sales, service and repair facilities, financing, leasing and rental, and insurance products.

 

Our Rush Truck Centers are principally located in high traffic areas throughout the United States. Since commencing operations as a Peterbilt heavy-duty truck dealer in 1966, we have grown to operate over 100 Rush Truck Centers in 21 states.

 

Our business strategy consists of providing solutions to the commercial vehicle industry through our network of commercial vehicle dealerships. We offer an integrated approach to meeting customer needs by providing service, parts and collision repair in addition to new and used commercial vehicle sales and leasing, plus financial services, vehicle upfitting, CNG fuel systems and vehicle telematics products. We intend to continue to implement our business strategy, reinforce customer loyalty and remain a market leader by continuing to develop our Rush Truck Centers as we expand our product offerings and extend our dealership network through strategic acquisitions of new locations and opening new dealerships to enable us to better serve our customers.

 

Rush Truck Centers. Our Rush Truck Centers are located in Alabama, Arizona, California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Kentucky, Missouri, Nevada, New Mexico, North Carolina, Ohio, Oklahoma, Tennessee, Texas, Utah and Virginia. The following chart reflects our franchises and parts, service and body shop operations by location as of March 1, 2018:

 

Rush Truck Center Location

Commercial Vehicle Franchise(s)

Truck

Sales

Parts

and

Service

Body

Shop

         

Alabama

       

     Mobile

Peterbilt

Yes

Yes

Yes

Arizona

       

     Flagstaff

Peterbilt

No

Yes

No

     Phoenix

Peterbilt, Hino

Yes

Yes

Yes

     Tucson

Peterbilt, Hino

Yes

Yes

No

     Yuma

Peterbilt

Yes

Yes

No

California

       

     Bakersfield

None

No

Yes

No

     Fontana Heavy-Duty

Peterbilt

Yes

Yes

Yes

     Fontana Medium-Duty

Peterbilt, Hino, Isuzu

Yes

Yes

No

     Fontana Vocational

None

No

Yes

No

     Long Beach

Peterbilt

No

Yes

No

     Pico Rivera

Peterbilt

Yes

Yes

Yes

     San Diego

Peterbilt, Hino, Ford

Yes

Yes

No

     Sylmar

Peterbilt

Yes

Yes

No

     Whittier

Ford, Isuzu

Yes

Yes

No

Colorado

       

     Denver

Peterbilt, Ford, Isuzu

Yes

Yes

Yes

     Greeley

Peterbilt

Yes

Yes

No

     Pueblo

Peterbilt

Yes

Yes

No

 

 

Rush Truck Center Location

Commercial Vehicle Franchise(s)

Truck

Sales

Parts

and

Service

Body

Shop

         

Florida

       

     Haines City

Peterbilt

Yes

Yes

Yes

     Jacksonville

Peterbilt, Hino

Yes

Yes

No

     Lake City

Peterbilt

Yes

Yes

No

     Orlando Heavy-Duty

Peterbilt, Isuzu

Yes

Yes

No

     Orlando Light & Medium-Duty

Ford

Yes

Yes

No

     Orlando South

Isuzu

Yes

Yes

No

     Orlando

Non-franchised Used commercial vehicles

Yes

No

No

     Tampa

Peterbilt

Yes

Yes

No

Georgia

       

     Atlanta

International, Hino, Isuzu, IC Bus

Yes

Yes

No

     Atlanta Bus Center

IC Bus

Yes

Yes

Yes

     Blackshear

International, IC Bus

Yes

Yes

No

     Augusta

International, IC Bus

Yes

Yes

No

     Columbus

International, Isuzu, IC Bus

Yes

Yes

No

     Doraville

International, Hino, Isuzu, IC Bus

Yes

Yes

No

     Gainesville

International, IC Bus

Yes

Yes

No

     Macon

International

Yes

Yes

No

     Smyrna

International, Hino, Isuzu, IC Bus

Yes

Yes

No

     Tifton

International, IC Bus

Yes

Yes

No

     Valdosta

International

Yes

Yes

No

Idaho

       

     Boise

International, Hino, IC Bus

Yes

Yes

Yes

     Idaho Falls

International, IC Bus

Yes

Yes

Yes

     Lewiston

International

Yes

Yes

No

     Twin Falls

International

Yes

Yes

No

Illinois

       

     Bloomington

International, Hino

Yes

Yes

No

     Carol Stream

International

Yes

Yes

No

     Champaign

International

Yes

Yes

Yes

     Chicago

International

Yes

Yes

Yes

     Effingham

International

Yes

Yes

Yes

     Huntley

International

Yes

Yes

No

     Joliet

International

Yes

Yes

No

     Quincy

International

Yes

Yes

No

     Springfield

International

Yes

Yes

Yes

     Willowbrook

Non-franchised Used commercial vehicles

Yes

No

No

Indiana

       

     Gary

International

Yes

Yes

No

     Indianapolis

International

Yes

Yes

Yes

Kansas

       

     Kansas City

Hino, Isuzu

Yes

Yes

No

Kentucky

       

     Bowling Green

Peterbilt

Yes

Yes

No

Missouri

       

     St. Peters

International

Yes

Yes

No

     St. Louis

International

Yes

Yes

No

Nevada

       

     Las Vegas

Peterbilt

Yes

Yes

No

New Mexico

       

     Albuquerque

Peterbilt

Yes

Yes

Yes

     Farmington

Peterbilt

No

Yes

No

     Las Cruces

Peterbilt

Yes

Yes

No

 

 

Rush Truck Center Location

Commercial Vehicle Franchise(s)

Truck

Sales

Parts

and

Service

Body

Shop

         

North Carolina

       

     Asheville

International

Yes

Yes

No

     Charlotte

International, Hino, Isuzu

Yes

Yes

Yes

     Hickory

International

Yes

Yes

No

Ohio

       

     Akron

International, IC Bus

Yes

Yes

No

     Cincinnati

International, IC Bus, Isuzu, Ford, Mitsubishi Fuso

Yes

Yes

Yes

     Cleveland

International, IC Bus

Yes

Yes

No

     Columbus

International, IC Bus, Isuzu(1)

Yes

Yes

No

     Dayton

International, IC Bus, Isuzu

Yes

Yes

No

     Lima

International, IC Bus

Yes

Yes

No

     Springfield

International

No

Yes

No

Oklahoma

       

     Ardmore

Peterbilt

Yes

Yes

No

     Oklahoma City

Peterbilt, Hino, Ford, Isuzu

Yes

Yes

Yes

     Tulsa

Peterbilt, Hino

Yes

Yes

Yes

Tennessee

       

     Nashville

Peterbilt

Yes

Yes

Yes

Texas

       

     Abilene

Peterbilt

Yes

Yes

No

     Amarillo

Peterbilt

Yes

Yes

No

     Austin

Peterbilt, Hino, Isuzu, Blue Bird, Micro Bird, Elkhart

Yes

Yes

No

    Brownsville

Peterbilt, Elkhart

Yes

Yes

No

    College Station

Peterbilt

Yes

Yes

No

    Corpus Christi

Peterbilt, Hino, Isuzu, Blue Bird, Elkhart

Yes

Yes

No

     Cotulla

Peterbilt

No

Yes

No

     Dalhart

Peterbilt

No

Yes

No

     Dallas Heavy-Duty

Peterbilt, Blue Bird, Micro Bird, Elkhart

Yes

Yes

Yes

     Dallas Medium-Duty

Peterbilt, Hino,

Blue Bird, Micro Bird, Elkhart

Yes

Yes

No

     Dallas Light & Medium-Duty

Ford, Isuzu

Yes

Yes

No

     Dallas

Non-franchised Used commercial vehicles

Yes

No

No

     El Paso

Peterbilt, Hino, Isuzu

Yes

Yes

Yes

     Fort Worth

Peterbilt, Blue Bird, Micro Bird, Elkhart

Yes

Yes

No

     Houston

Peterbilt, Hino

Yes

Yes

Yes

     Houston Bus Center

Blue Bird, Micro Bird, Elkhart

Yes

Yes

No

     Houston Medium-Duty

Peterbilt, Hino

Yes

Yes

No

     Laredo

Peterbilt, Blue Bird, Micro Bird, Elkhart

Yes

Yes

Yes

     Lubbock

Peterbilt

Yes

Yes

No

     Lufkin

Peterbilt, Blue Bird, Micro Bird, Elkhart

Yes

Yes

Yes

     Odessa

Peterbilt

Yes

Yes

No

     Pharr

Peterbilt, Hino, Blue Bird, Micro Bird, Elkhart

Yes

Yes

Yes

     San Antonio

Peterbilt, Hino, Blue Bird, Micro Bird, Elkhart

Yes

Yes

Yes

     San Antonio Bus

Blue Bird, Micro Bird, Elkhart

Yes

Yes

Yes

 

(1)Our Isuzu franchise is operated out of our Rush Truck Leasing - Columbus location.

 

 

Rush Truck Center Location

Commercial Vehicle Franchise(s)

Truck

Sales

Parts

and

Service

Body

Shop

     Sealy

Peterbilt, Isuzu, Blue Bird, Micro Bird, Elkhart

Yes

Yes

No

     Texarkana

Peterbilt, Hino, Isuzu,

Blue Bird, Micro Bird, Elkhart

Yes

Yes

No

     Tyler

Peterbilt, Blue Bird, Micro Bird, Elkhart

Yes

Yes

No

     Waco

Peterbilt, Hino, Isuzu,

Blue Bird, Micro Bird, Elkhart

Yes

Yes

No

Utah

       

     Ogden

International, IC Bus

Yes

Yes

No

     Salt Lake City

International, IC Bus, Mitsubishi Fuso

Yes

Yes

Yes

     Springville

International, Mitsubishi Fuso

Yes

Yes

No

     St. George

International, Mitsubishi Fuso

Yes

Yes

No

Virginia

       

     Chester

International, Hino

Yes

Yes

No

     Fredericksburg

International

Yes

Yes

No

     Richmond

International

Yes

Yes

Yes

 

Leasing and Rental Services. Through certain of our Rush Truck Centers and several stand-alone Rush Truck Leasing Centers, we provide a broad line of product selections for lease or rent, including Class 4, Class 5, Class 6, Class 7 and Class 8 trucks, heavy-duty cranes and refuse vehicles. Our lease and rental fleets are offered on a daily, monthly or long-term basis. Substantially all of our long-term leases also contain a service provision, whereby we agree to service the vehicle through the life of the lease. The following chart reflects our leasing franchises by location:

 

Rush Truck Leasing

Location

Franchise

Standalone or in a

Rush Truck Center

     

Alabama

   

    Birmingham

PacLease

Standalone

Arizona

   

    Phoenix

PacLease

Standalone

California

   

 Fontana 

PacLease

Standalone

    Pico Rivera

PacLease

Standalone

    San Diego

PacLease

In RTC

    Sylmar

PacLease

In RTC

Colorado

   

 Denver 

PacLease

In RTC

Florida

   

    Orlando

PacLease

Standalone

    Tampa

PacLease

In RTC

    Jacksonville

PacLease

Standalone

Georgia

   

    Macon

Idealease

In RTC

Idaho

   

    Boise

Idealease

In RTC

    Idaho Falls

Idealease

In RTC

Illinois

   

    Carol Stream

Idealease

In RTC

    Chicago

Idealease

In RTC

    Effingham

Idealease

In RTC

    Huntley

Idealease

In RTC

    Joliet

Idealease

In RTC

    Springfield

Idealease

In RTC

 

 

Rush Truck Leasing

Location

Franchise

Standalone or in a

Rush Truck Center

Indiana

   

    Indianapolis

Idealease

In RTC

    Gary

Idealease

In RTC

Missouri

   

    St. Louis

Idealease

In RTC

    St. Peters

Idealease

In RTC

North Carolina

   

    Charlotte

Idealease

Standalone

New Mexico

   

    Albuquerque

PacLease

Standalone

Nevada

   

    Las Vegas

PacLease

In RTC

Ohio

   

    Cincinnati

Idealease

Standalone

    Cleveland

Idealease

Standalone

    Columbus

Idealease

Standalone

    Dayton

Idealease

In RTC

Oklahoma

   

    Oklahoma City

PacLease

In RTC

Tennessee

   

    Nashville

PacLease

In RTC

Texas

   

    Austin

PacLease

Standalone

    El Paso

PacLease

In RTC

    Fort Worth

PacLease

Standalone

    Houston

PacLease

Standalone

    Lubbock

PacLease

In RTC

    San Antonio

PacLease

In RTC

    Tyler

PacLease

Standalone

Virginia

   

    Richmond

Idealease

Standalone

    Norfolk

Idealease

Standalone

Utah

   

    Salt Lake City

Idealease

Standalone

 

In addition to the locations in the above table, Rush Truck Leasing also provides full-service maintenance on customers’ vehicles at several of our customers’ facilities.

 

Financial and Insurance Products. At our Rush Truck Centers, we offer third-party financing to assist customers in purchasing new and used commercial vehicles. Additionally, we sell, as agent through our insurance agency, a complete line of property and casualty insurance, including collision and liability insurance on commercial vehicles, cargo insurance and credit life insurance.

 

Other Businesses. Perfection Equipment offers installation of equipment, equipment repair, parts installation, and paint and body repair at our location in Oklahoma City. Perfection Equipment specializes in up-fitting trucks used by oilfield service providers and other specialized service providers.

 

World Wide Tires stores operate in two locations in Texas. World Wide Tires primarily sells tires for use on commercial vehicles.

 

Custom Vehicle Solutions operates at locations in Denton, Texas and Greencastle, Pennsylvania. Custom Vehicle Solutions provides new vehicle pre-delivery inspections, truck modifications, natural gas fuel system installations, body and chassis upfitting and component installation.

 

Momentum Fuel Technologies manufactures compressed natural gas fuel systems and related component parts for commercial vehicles at its facility in Roanoke, Texas.

 

 

Industry

 

See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Industry” for a description of our industry and the markets in which we operate.

 

Our Business Strategy

 

Operating Strategy. Our strategy is to operate an integrated nationwide dealership network that provides service solutions to the commercial vehicle industry. Our strategy includes the following key elements:

 

 

Management by Dealership Units. At each of our dealerships, we operate one or more of the following departments: new commercial vehicle sales, used commercial vehicle sales, financial services, parts, service or body shop. Our general managers measure and manage the operations of each dealership according to the specific departments operating at that location. We believe that this system enhances the profitability of all aspects of a dealership and increases our overall operating margins. Operating goals for each department at each of our dealerships are established annually and managers are rewarded for performance.

 

 

One-Stop Centers. We have developed our larger commercial vehicle dealerships as “one-stop centers” that offer an integrated approach to meeting customer needs. We provide service, parts and collision repair, new and used commercial vehicles sales, leasing and rental, plus financial services including finance and insurance. We believe that this full-service strategy also helps to mitigate cyclical economic fluctuations because our parts, service and body shop operations (referred to herein collectively as "Aftermarket Products and Services") at our dealerships generally tend to be less volatile than our new and used commercial vehicle sales.

 

 

Aftermarket Products and Services. Our aftermarket capabilities include a wide range of services and products, including a fleet of mobile service units, mobile technicians who work in our customers’ facilities, a proprietary line of parts and accessories, factory-certified service for alternative fuel vehicles and assembly service for specialized bodies and equipment. We believe that offering a variety of Aftermarket Products and Services at our dealerships and other locations allows us to meet the expanding needs of our customers. We continually strive to leverage our dealership facilities to offer more products and services to our customers.

 

 

Branding Program. We employ a branding program for our new vehicle dealerships through distinctive signage and uniform marketing programs to take advantage of our existing name recognition and to communicate the standardized high quality of our products and reliability of our services throughout our dealership network.

 

Growth Strategy. Through our strategic expansion and acquisition initiatives, we have grown to operate a large, multistate, full-service network of commercial vehicle dealerships. As described below, we intend to continue to grow our business by expanding our product and service offerings, through acquisitions in new geographic areas and by opening new dealerships to enable us to better serve our customers.

 

 

Expansion of Product and Service Offerings. We intend to continue to expand our product lines within our dealerships by adding product categories and service capabilities that are both complementary to our existing product lines and well suited to our operating model. We will continue to take advantage of technological advances to the vehicles we sell that provide us with the opportunity to offer vehicle owners more aftermarket options and the ability to maximize the performance of vehicles in their fleets using telematics and other technologies.

 

 

Expansion Into New Geographic Areas. We plan to continue to expand our dealership network by acquiring existing dealerships or opening new dealerships in areas of the U.S. where we do not already have dealerships. We believe the geographic diversity of our Rush Truck Center network has significantly expanded our customer base while reducing the effects of local economic cycles.

 

 

Open New Rush Truck Centers in Existing Areas of Operation. We continually evaluate opportunities to increase our market presence by adding new Rush Truck Centers within our current franchises’ areas of operation.

 

 

Management of Our Dealerships

 

Rush Truck Centers

 

Our Rush Truck Centers are responsible for sales of new and used commercial vehicles, as well as related parts and services.

 

Aftermarket Products and Services. Revenues from Aftermarket Products and Services accounted for approximately $1,471.3 million, or 31.2%, of our total revenues for 2017, and 64.7% of our gross profit. Our Aftermarket Products and Services enhance our sales function and are a source of recurring revenue. Rush Truck Centers carry a wide variety of commercial vehicle parts in inventory. Certain Rush Truck Centers also feature fully equipped service and body shop facilities, the combination and configuration of which varies by location, capable of handling a broad range of repairs on most commercial vehicles. Each Rush Truck Center is a warranty service center for the commercial vehicle manufacturers represented at that location, if any, and most are also authorized service centers for other vehicle component manufacturers, including Cummins, Eaton, Caterpillar and Allison. We also have mobile service technicians and technicians who staff our customers’ facilities upon request.

 

Our service departments perform warranty and non-warranty repairs on commercial vehicles. The cost of warranty work is generally reimbursed by the applicable manufacturer at retail commercial rates. Warranty related parts and service revenues accounted for approximately $123.4 million, or 2.6%, of our total revenues for 2017. Additionally, we provide a wide array of services, including assembly service for specialized truck bodies and truck mounted equipment. Our goal is to provide our customers any service that they need related to their commercial vehicles.

 

As part of our leasing and rental operations, we also enter into contracts to provide full-service maintenance on some customers’ vehicles. We had 1,189 vehicles under contract maintenance as of December 31, 2017, and 1,233 vehicles under contract maintenance as of December 31, 2016. The full-service maintenance revenues and retail service revenues are included as Aftermarket Products and Service revenues on our Consolidated Statements of Income.   

 

New Commercial Vehicle Sales.   New commercial vehicle sales represent the largest portion of our revenues, accounting for approximately $2,701.5 million, or 57.3%, of our total revenues in 2017. Of this total, new Class 8 heavy-duty truck sales accounted for approximately $1,817.3 million, or 38.6%, of our total revenues for 2017, and 67.3% of our new commercial vehicle revenues for 2017.

 

Our Rush Truck Centers that sell new and used Class 8 heavy-duty trucks manufactured by Peterbilt or International may also sell medium-duty and light-duty commercial vehicles. Certain Rush Truck Centers sell medium-duty commercial vehicles manufactured by Peterbilt, Hino, Isuzu, Ford, International or Mitsubishi Fuso, buses manufactured by Blue Bird, IC BUS or Elkhart and light-duty commercial vehicles manufactured by Ford (see Part I, Item 1, “General – Rush Truck Centers” for information on which brands we sell at each Rush Truck Center). New medium-duty commercial vehicle sales, excluding new bus sales, accounted for approximately $718.4 million, or 15.2%, of our total revenues for 2017, and 26.6% of our new commercial vehicle revenues for 2017. New light-duty commercial vehicle sales accounted for approximately $64.0 million, or 1.4%, of our total revenues for 2017, and 2.4% of our new commercial vehicle revenues for 2017. New bus sales accounted for approximately $88.1 million, or 1.9%, of our total revenues for 2017, and 3.3% of our new commercial vehicle revenues for 2017.

 

A significant portion of our new commercial vehicle sales are to customers with large fleets of commercial vehicles. Because of the size and geographic scope of our Rush Truck Center network, our strong relationships with our fleet customers and our ability to manage large quantities of used commercial vehicle trade-ins, we are able to successfully market and sell to fleet customers nationwide. We believe that we have a competitive advantage over most other dealerships because we can absorb multi-unit trade-ins often associated with fleet sales and effectively disperse the used commercial vehicles for resale throughout our dealership network. We believe that the broad range of products and services we offer to purchasers of commercial vehicles at the time of purchase and post-purchase results in a high level of customer loyalty.

 

Used Commercial Vehicle Sales.  Used commercial vehicle sales accounted for approximately $291.5 million, or 6.2%, of our total revenues for 2017. We sell used commercial vehicles at most of our Rush Truck Centers and also at our non-franchised used commercial vehicle facilities. We believe that we are well positioned to market used commercial vehicles due to our ability to recondition them for resale utilizing the service and body shop departments of our Rush Truck Centers and our ability to move used commercial vehicles between our dealerships as customer demand warrants. The majority of our used commercial vehicle inventory consists of commercial vehicles taken as trade-ins from new commercial vehicle customers or retired from our lease and rental fleet, but we also supplement our used commercial vehicle inventory by purchasing used commercial vehicles from third parties for resale, as market conditions warrant.

 

 

Truck Leasing and Rental.   Truck leasing and rental revenues accounted for approximately $217.4 million, or 4.6%, of our total revenues for 2017. At our Rush Truck Leasing locations, we engage in full-service truck leasing through PacLease and Idealease. Rental trucks are also generally serviced at our facilities. We had 7,993 vehicles in our lease and rental fleet, including cranes, as of December 31, 2017, compared to 7,841 vehicles as of December 31, 2016. Generally, we sell trucks that have been retired from our lease and rental fleet through our used commercial vehicles sales operations. Historically, we have realized gains on the sale of used lease and rental trucks.

 

New and Used Commercial Vehicle Financing.  Our Rush Truck Centers have personnel responsible for arranging third-party financing for our product offerings. Generally, commercial vehicle finance contracts involve an installment contract, which is secured by the commercial vehicle financed, and require a down payment, with the remaining balance generally financed over a two-year to seven-year period. The majority of these finance contracts are sold to third parties without recourse to us. We provide an allowance for repossession losses and early repayment penalties that we may incur under these finance contracts.

 

Insurance Products. The sale of financial and insurance products accounted for approximately $18.0 million, or 0.4%, of our total revenues for 2017. Finance and insurance revenues have minimal direct costs and therefore, contribute a disproportionate share to our operating profits. We sell, as agent, a complete line of property and casualty insurance to commercial vehicle owners. Our agency, which operates at locations around the United States outside of our Rush Truck Centers, is licensed to sell truck liability, collision and comprehensive, workers’ compensation, cargo, and credit life insurance coverage offered by a number of leading insurance companies. Our renewal rate in 2017 was approximately 87%. We also have licensed insurance agents at several Rush Truck Centers.

 

Sales and Marketing

 

Our established history of operations in the commercial vehicle business has resulted in a strong customer base that is diverse in terms of geography, industry and scale of operations. Our customers include regional and national truck fleets, corporations, local and state governments and owner operators. During 2017, no single customer accounted for more than 10% of our sales by dollar volume. We generally promote our products and related services through direct customer contact by our sales personnel, advertisements in trade magazines and online and attendance at industry shows.

 

Facility Management

 

Personnel. Each of our facilities is typically managed by a general manager who oversees the operations, personnel and the financial performance of the location, subject to the direction of a regional manager and personnel at our corporate headquarters. Additionally, each full-service Rush Truck Center is typically staffed by a sales manager, parts manager, service manager, body shop manager, sales representatives, parts employees and other service and make-ready employees, as appropriate, given the services offered. The sales staff of each Rush Truck Center is compensated on a salary plus commission, or a commission only basis, while managers receive a combination of salary and performance bonus. We believe that our employees are among the highest paid in the industry, which enables us to attract and retain qualified personnel.

 

We have been successful in retaining our senior management, regional managers and general managers. To promote communication and efficiency in operating standards, regional managers and members of senior management attend company-wide strategy sessions each year. In addition, management personnel attend various industry-sponsored leadership and management seminars and receive continuing education on the products we distribute.

 

Compliance with Policies. Each Rush Truck Center is audited regularly for compliance with corporate policies and procedures. These internal audits objectively measure dealership performance with respect to corporate expectations in the management and administration of sales, commercial vehicle inventory, parts inventory, parts sales, service sales, body shop sales, corporate policy compliance, human resources compliance and environmental and safety compliance matters.

 

Purchasing and Suppliers. Because of our size, we benefit from volume purchases at favorable prices that permit us to achieve a competitive pricing position in the industry. We purchase our commercial vehicle inventory and proprietary parts and accessories directly from the applicable vehicle manufacturer, wholesale distributors, or other sources that provide the most favorable pricing. Most purchasing commitments are negotiated by personnel at our corporate headquarters. Historically, we have been able to negotiate favorable pricing levels and terms, which enable us to offer competitive prices for our products.

 

 

Commercial Vehicle Inventory Management. We utilize our management information systems to monitor the inventory level of commercial vehicles at each of our dealerships and transfer new and used commercial vehicle inventory among Rush Truck Centers as needed.

 

Parts Distribution and Inventory Management. We utilize a parts inventory tracking system that allows for the prompt transfer of parts inventory among various Rush Truck Centers. The transfer of inventory reduces delays in delivery, helps maximize inventory turns and assists in controlling problems created by overstock and understock situations. Our network is linked to our major suppliers for purposes of ordering parts and managing parts inventory levels. Automated reordering and communication systems allow us to maintain proper parts inventory levels and permit us to have parts inventory delivered to our locations, or directly to customers, typically within 24 hours of an order being placed.

 

Recent Acquisitions

 

On December 14, 2017, we acquired certain assets of Transwest San Diego, LLC, which included a Ford truck franchise in San Diego, California. The transaction was valued at approximately $2.2 million, with the purchase price paid in cash.

 

On May 27, 2016, we acquired certain assets of Transwest Truck Center Las Vegas, LLC, which included a Ford truck franchise in Las Vegas, Nevada. The transaction was valued at approximately $0.8 million, with the purchase price paid in cash.

 

Competition

 

There is, and will continue to be, significant competition both within our current markets and in new markets we may enter. We anticipate that competition between us and other dealership groups will continue to increase in our current markets and on a national level based on the following:

 

 

the ability to keep customers’ vehicles operational, which is dependent on the accessibility of dealership locations;

 

 

the number of dealership locations representing the manufacturers that we represent and other manufacturers, which impacts manufacturers’ ability to provide more consistent, higher quality service in a timely manner across their dealership networks;

 

 

price, value, quality and design of the products sold; and

 

 

our attention to customer service (including technical service).

 

Our dealerships compete with dealerships representing other manufacturers including commercial vehicles manufactured by Mack, Freightliner, Kenworth, Volvo, and Western Star. We believe that our dealerships are able to compete with manufacturer-owned dealers, other franchised dealership groups, independent service centers, parts wholesalers, commercial vehicle wholesalers, rental service companies and industrial auctioneers in distributing our products and providing service because of the following: the overall quality and reputation of the products we sell; the “Rush” brand name recognition and reputation for quality service; the geographic scope of our dealership network; the breadth of commercial vehicles offered in our dealership network; and our ability to provide comprehensive Aftermarket Products and Services, as well as financing, insurance and other customer services.

 

Dealership Agreements

 

Peterbilt. We have entered into nonexclusive dealership agreements with Peterbilt that authorize us to act as a dealer of Peterbilt heavy- and medium-duty trucks. Our Peterbilt areas of responsibility currently encompass areas in the states of Alabama, Arizona, California, Colorado, Florida, Kentucky, New Mexico, Nevada, Oklahoma, Tennessee and Texas. These dealership agreements currently have terms expiring between June 2018 and March 2019 and impose certain operational obligations and financial requirements upon us and our dealerships. Our dealership agreements with Peterbilt may be terminated by Peterbilt in the event that the aggregate voting power of W. Marvin Rush, W.M. “Rusty” Rush, other members of the Rush family and certain executives of the Company decreases below 22%. Sales of new Peterbilt commercial vehicles accounted for approximately 37.4% of our total revenues for 2017.

 

 

International. We have entered into nonexclusive dealership agreements with Navistar that authorize us to act as a dealer of International heavy- and medium-duty trucks and, in certain markets, IC buses. Our Navistar areas of responsibility currently encompass areas in the states of Georgia, Idaho, Illinois, Indiana, Missouri, North Carolina, Ohio, Utah and Virginia. These dealership agreements currently have terms expiring between July 2018 and May 2023 and impose certain operational obligations and financial requirements upon us and our dealerships. Sales of new International commercial vehicles accounted for approximately 9.2% of our total revenues for 2017.

 

Other Commercial Vehicle Suppliers. In addition to our dealership agreements with Peterbilt and Navistar, various Rush Truck Centers have entered into dealership agreements with other commercial vehicle manufacturers, including Blue Bird, Micro Bird and Mitsubishi Fuso, which currently have terms expiring between March 2018 and November 2018 and Ford, Hino and Isuzu, which have perpetual terms. These dealership agreements impose operating requirements upon us and require consent from the affected supplier for the sale or transfer of our franchise. Sales of new non-Peterbilt and non-International commercial vehicles accounted for approximately 10.8% of our total revenues for 2017.

 

Any termination or nonrenewal of our dealership agreements must follow certain guidelines established by both state and federal legislation designed to protect motor vehicle dealers from arbitrary termination or nonrenewal of franchise agreements. The federal Automobile Dealers Day in Court Act and other similar state laws generally provide that the termination or nonrenewal of a motor vehicle dealership agreement must be done in “good faith” and upon a showing of “good cause” by the manufacturer for such termination or nonrenewal, as such terms have been defined by statute and interpreted in case law.

 

Floor Plan Financing

 

Most of our commercial vehicle purchases are made on terms requiring payment to the manufacturer within 15 days or less from the date the commercial vehicles are invoiced from the factory. We finance the majority of all new commercial vehicle inventory and the loan value of our used commercial vehicle inventory under a credit agreement (the “Floor Plan Credit Agreement”) with BMO Harris Bank N.A. The Floor Plan Credit Agreement includes an aggregate loan commitment of $875.0 million. Borrowings under the Floor Plan Credit Agreement bear interest at an annual rate equal to (A) the greater of (i) zero and (ii) three month LIBOR rate, determined on the last day of the prior month, plus (B) 1.51% and are payable monthly. In addition, we are required to pay a monthly working capital fee equal to 0.16% per annum multiplied by the amount of voluntary prepayments of new and used inventory loans. Loans under the Floor Plan Credit Agreement for the purchase of used inventory are limited to $150.0 million. We may terminate the Floor Plan Credit Agreement at any time, although if we do so we must pay a prepayment processing fee equal to: (i) 1.0% of the aggregate revolving loan commitments if such termination occurs prior to July 1, 2018; or (ii) $500,000 if such termination occurs after July 1, 2018 and prior to June 30, 2019, subject to specified limited exceptions. On December 31, 2017, we had approximately $656.1 million outstanding under the Floor Plan Credit Agreement. The average daily outstanding borrowings under the Floor Plan Credit Agreement were $558.4 million during the year ended December 31, 2017. Periodically, we utilize our excess cash on hand to pay down our outstanding borrowings under the Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to our gross interest expense under the Floor Plan Credit Agreement.

 

In June 2012, we entered into a wholesale financing agreement with Ford Motor Credit Company that provides for the financing of, and is collateralized by, our Ford new vehicle inventory. This wholesale financing agreement bears interest at a rate of Prime plus 150 basis points minus certain incentives and rebates; however, the prime rate is defined to be a minimum of 3.75%. As of December 31, 2017, the interest rate on the wholesale financing agreement was 5.25% before considering the applicable incentives. As of December 31, 2017, we had an outstanding balance of approximately $82.0 million under the Ford Motor Credit Company wholesale financing agreement.

 

Product Warranties

 

The manufacturers we represent provide retail purchasers of their products with a limited warranty against defects in materials and workmanship, excluding certain specified components that are separately warranted by the suppliers of such components. We provide a warranty on our proprietary line of parts and related service. We also provide an extended warranty beyond the manufacturer’s warranty on new Blue Bird school buses that we sell in the State of Texas, as required by state law.

 

 

We generally sell used commercial vehicles in “as is” condition without a manufacturer’s warranty, although manufacturers sometimes will provide a limited warranty on their used products if such products have been properly reconditioned prior to resale or if the manufacturer’s warranty on such product is transferable and has not expired. We do not provide any warranty on used commercial vehicles.

 

Trademarks

 

The trademarks and trade names of the manufacturers we represent, which are used in connection with our marketing and sales efforts, are subject to limited licenses included in our dealership agreements with each manufacturer. The licenses are for the same periods as our dealership agreements. These trademarks and trade names are widely recognized and are important in the marketing of our products. Each licensor engages in a continuous program of trademark and trade name protection. We hold registered trademarks from the U.S. Patent and Trademark Office for the following names used in this document: “Rush Enterprises,” “Rush Truck Center” and “Momentum Fuel Technologies.”

 

Employees

 

On December 31, 2017, we had 6,825 employees. 

 

We have entered into collective bargaining agreements covering certain employees in Joliet, Illinois, which will expire on May 5, 2018, Carol Stream, Illinois, which will expire on May 4, 2019 and Chicago, Illinois, which will expire on May 8, 2021. 

 

There have been no strikes, work stoppages or slowdowns during the negotiations of the foregoing collective bargaining agreements or at any time in the Company’s history, although no assurances can be given that such actions will not occur.

 

Seasonality

 

Our Truck Segment is moderately seasonal. Seasonal effects on new commercial vehicle sales related to the seasonal purchasing patterns of any single customer type are mitigated by the diverse geographic locations of our dealerships and our diverse customer base, including regional and national fleets, local and state governments, corporations and owner-operators. However, commercial vehicle Aftermarket Products and Services operations historically have experienced higher sales volumes in the second and third quarters.

 

Backlog

 

On December 31, 2017, our backlog of commercial vehicle orders was approximately $1,074.4 million, compared to a backlog of commercial vehicle orders of approximately $830.3 million on December 31, 2016. Our backlog is determined quarterly by multiplying the number of new commercial vehicles for each particular type of commercial vehicle ordered by a customer at our Rush Truck Centers by the recent average selling price for that type of commercial vehicle. We include only confirmed orders in our backlog. However, such orders are subject to cancellation. In the event of order cancellation, we have no contractual right to the total revenues reflected in our backlog. The delivery time for a custom-ordered commercial vehicle varies depending on the truck specifications and demand for the particular model ordered. We sell the majority of our new heavy-duty commercial vehicles by customer special order and we sell the majority of our medium- and light-duty commercial vehicles out of inventory. Orders from a number of our major fleet customers are included in our backlog as of December 31, 2017, and we expect to fill the majority of our backlog orders during 2018.

 

Environmental Standards and Other Governmental Regulations

 

We are subject to federal, state and local environmental laws and regulations governing the following: discharges into the air and water; the operation and removal of underground and aboveground storage tanks; the use, handling, storage and disposal of hazardous substances, petroleum and other materials; and the investigation and remediation of environmental impacts. As with commercial vehicle dealerships generally, and vehicle service, parts and body shop operations in particular, our business involves the generation, use, storage, handling and contracting for recycling or disposal of hazardous materials or wastes and other environmentally sensitive materials. We have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with such laws and regulations.

 

 

Our operations involving the use, handling, storage and disposal of hazardous and nonhazardous materials are subject to the requirements of the federal Resource Conservation and Recovery Act, or RCRA, and comparable state statutes. Pursuant to these laws, federal and state environmental agencies have established approved methods for handling, storage, treatment, transportation and disposal of regulated substances with which we must comply. Our business also involves the operation and use of aboveground and underground storage tanks. These storage tanks are subject to periodic testing, containment, upgrading and removal under RCRA and comparable state statutes. Furthermore, investigation or remediation may be necessary in the event of leaks or other discharges from current or former underground or aboveground storage tanks.

 

We may also have liability in connection with materials that were sent to third-party recycling, treatment, or disposal facilities under the federal Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, and comparable state statutes. These statutes impose liability for investigation and remediation of environmental impacts without regard to fault or the legality of the conduct that contributed to the impacts. Responsible parties under these statutes may include the owner or operator of the site where impacts occurred and companies that disposed, or arranged for the disposal, of the hazardous substances released at these sites. These responsible parties also may be liable for damages to natural resources. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other materials into the environment.

 

The federal Clean Water Act and comparable state statutes require containment of potential discharges of oil or hazardous substances, and require preparation of spill contingency plans. Water quality protection programs govern certain discharges from some of our operations. Similarly, the federal Clean Air Act and comparable state statutes regulate emissions of various air emissions through permitting programs and the imposition of standards and other requirements.

 

The Environmental Protection Agency (“EPA”) and the National Highway Traffic Safety Administration (“NHTSA”), on behalf of the U.S. Department of Transportation, issued rules associated with reducing greenhouse gas (“GHG”) emissions and improving the fuel efficiency of medium and heavy-duty trucks and buses for model years 2021 through 2027.  We do not believe that these rules will negatively impact our business, however, future legislation or other new regulations that may be adopted to address GHG emissions or fuel efficiency standards may negatively impact our business.  Additional regulations could result in increased compliance costs, additional operating restrictions or changes in demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations.

 

We do not believe that we currently have any material environmental liabilities or that compliance with environmental laws and regulations will have a material adverse effect on our results of operations, financial condition or cash flows. However, soil and groundwater impacts are known to exist at some of our dealerships. Further, environmental laws and regulations are complex and subject to change. In addition, in connection with acquisitions, it is possible that we will assume or become subject to new or unforeseen environmental costs or liabilities, some of which may be material. In connection with our dispositions, or prior dispositions made by companies we acquire, we may retain exposure for environmental costs and liabilities, some of which may be material. Compliance with current or amended, or new or more stringent, laws or regulations, stricter interpretations of existing laws or the future discovery of environmental conditions could require additional expenditures by us, and those expenditures could be material.

 

Item 1A. Risk Factors

 

An investment in our common stock is subject to certain risks inherent to our business. In addition to the other information contained in this Form 10-K, we recommend that you carefully consider the following risk factors in evaluating our business. If any of the following risks actually occur, our financial condition and results of operations could be materially adversely affected. If this were to happen, the value of our common stock could decline significantly, and you could lose all or part of your investment. This report is qualified in its entirety by these risk factors.

 

 

Risks Related to Our Business

 

We are dependent upon PACCAR for the supply of Peterbilt trucks and parts, the sale of which generates the majority of our revenues.

 

At certain Rush Truck Centers, we operate as a dealer of Peterbilt trucks and parts pursuant to dealership agreements with Peterbilt, a division of PACCAR. We have no control over the management or operation of Peterbilt or PACCAR. During 2017, the majority of our revenues resulted from sales of trucks purchased from Peterbilt and parts purchased from PACCAR Parts. Due to our dependence on PACCAR and Peterbilt, we believe that our long-term success depends, in large part, on the following:

 

 

our ability to maintain our dealership agreements with Peterbilt;

 

 

the manufacture and delivery of competitively-priced, high quality Peterbilt trucks in quantities sufficient to meet our requirements;

 

 

the overall success of PACCAR and Peterbilt;

 

 

PACCAR’s continuation of its Peterbilt division; and

 

 

the maintenance of goodwill associated with the Peterbilt brand, which can be adversely affected by decisions made by PACCAR, Peterbilt and the owners of other Peterbilt dealerships.

 

A negative change in any of the preceding, or a change in control of PACCAR, could have a material adverse effect on our operations, revenues and profitability.

 

We are dependent upon Navistar for the supply of International trucks and parts and IC buses and parts, the sale of which generate a significant portion of our revenues.

 

At certain Rush Truck Centers, we operate as a dealer of International trucks and parts and IC buses and parts pursuant to dealership agreements with International and IC Bus, each of which are divisions of Navistar. We have no control over the management or operation of International, IC Bus or Navistar. During 2017, a significant portion of our revenues resulted from sales of trucks purchased from International, buses purchased from IC Bus and parts purchased from Navistar. Due to our dependence on Navistar, International and IC Bus, we believe that our long-term success depends, in large part, on the following:

 

 

our ability to maintain our dealership agreements with International and IC Bus;

 

 

the manufacture and delivery of competitively-priced, high quality International trucks and IC buses in quantities sufficient to meet our requirements;

 

 

the overall success of Navistar; and

 

 

the maintenance of goodwill associated with the International and IC Bus brands, which can be adversely affected by decisions made by Navistar and the owners of other International and IC Bus dealerships.

 

A negative change in any of the preceding, or a change in control of Navistar, could have a material adverse effect on our operations, revenues and profitability.

 

Our dealership agreements may be terminable upon a change of control and we cannot control whether our controlling shareholder and management maintain their current ownership positions.

 

We have entered into nonexclusive dealership agreements with Peterbilt that authorize us to act as a dealer of Peterbilt trucks. Peterbilt may terminate our dealership agreements in the event of a change of control of the Company or if we violate any number of provisions in the dealership agreements. Under our Peterbilt dealership agreements, the following constitute a change of control: (i) with respect to the election of directors, the aggregate voting power held by W. Marvin Rush, W. M. “Rusty” Rush, Barbara Rush, Robin M. Rush, David C. Orf, James Thor, Martin A. Naegelin, Scott Anderson, Derrek Weaver, Steven Keller, Corey Lowe and Rich Ryan (collectively, the “Dealer Principals”) decreases below 22% (such persons controlled 36.8% of the aggregate voting power with respect to the election of directors as of December 31, 2017); or (ii) any person or entity other than the Dealer Principals and their respective associates, or any person or entity who has been approved in writing by PACCAR, owns common stock with a greater percentage of the voting power with respect to the election of our directors than the Dealer Principals and their respective associates, in the aggregate, or any person other than W. Marvin Rush, W. M. “Rusty” Rush, Robin M. Rush or any person who has been approved in writing by PACCAR holds the office of Chairman of the Board, President or Chief Executive Officer of the Company. We have no control over the transfer or disposition by W. Marvin Rush, W.M. “Rusty” Rush, or by either of their estates, of their common stock. If W. Marvin Rush or W.M. “Rusty” Rush were to sell their Class B Common Stock or bequest their Class B Common Stock to a person or entity other than the Dealer Principles, or if their estates are required to liquidate their Class B Common Stock that they own directly or indirectly, to pay estate taxes or otherwise, the change of control provisions of the Peterbilt dealership agreements may be triggered, which would give Peterbilt the right to terminate our dealership agreements. If our dealership agreements with Peterbilt are terminated, we will lose the right to purchase Peterbilt products and operate as an authorized Peterbilt dealer, which would have a material adverse effect on our operations, revenues and profitability.

 

 

Our dealership agreements are non-exclusive and have relatively short terms which could result in nonrenewal or imposition of less favorable terms upon renewal.

 

Our dealership agreements generally do not provide us with exclusive dealerships in any of the areas of responsibility assigned in each dealer agreement. The manufacturers we represent could elect to create additional dealers in our areas of responsibility in the future, subject to restrictions imposed by state laws. While dealership agreements typically restrict dealers from operating franchised sales or service facilities outside their areas of responsibility, such agreements do not restrict sales or marketing activity outside the areas of responsibility. Accordingly, we engage in sales and other marketing activities outside our assigned areas of responsibility and other dealers engage in similar activities within our areas of responsibility.

 

Our dealership agreements with the manufacturers we represent have current terms expiring between March 2018 and May 2023. Upon expiration of each agreement, we must negotiate a renewal. Management expects that, consistent with in some cases decades of past practice, each of our dealership agreements will be renewed or otherwise extended before its termination date, provided that we do not breach any of the material terms of such agreement.

 

Management attempts to mitigate the risk that any manufacturer would not renew a dealership agreement by providing superior representation of each brand that we represent in each of our areas of responsibility. We deliver superior representation to our manufacturers by continuously investing substantial capital into our dealership locations, marketing and personnel. Senior members of our management team also communicate with management of the manufacturers that we represent on a regular basis, which we believe allows us to identify any potentially problematic issues as early as possible so that we can begin working on solutions that are mutually agreeable. In addition to the proactive steps that management takes, the risks that our dealership agreements will not be renewed are also mitigated by dealer protection laws that exist in each of the states that our dealerships are located. Many of these state dealer franchise laws restrict manufacturers’ ability to refuse to renew dealership agreements or to impose new terms upon renewal. However, to the extent such laws did allow for nonrenewal or the imposition of new terms, the relatively short terms would give manufacturers the opportunity to exercise such rights. Any nonrenewal or imposition of less favorable terms upon renewal could have an adverse impact on our business and in the case of the Peterbilt or Navistar dealership agreements, would have an adverse impact on our business.

 

If state dealer laws are repealed or weakened, our dealerships will be more susceptible to termination, nonrenewal or renegotiation of their dealership agreements.

 

We depend on our vehicle dealership agreements for a substantial portion of our revenues and profitability. State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealership agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or nonrenewal. Vehicle manufacturers’ lobbying efforts may lead to the repeal or revision of state motor vehicle dealer laws. If motor vehicle dealer laws are repealed or amended in the states in which we operate dealerships, the manufacturers we represent may be able to terminate our vehicle dealership agreements without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, or if such laws are weakened, we will be subject to higher risk of termination or nonrenewal of our vehicle dealership agreements. Termination or nonrenewal of our vehicle dealership agreements would have a material adverse effect on our operations, revenues and profitability.

 

We may be required to obtain additional financing to maintain adequate inventory levels.

 

Our business requires new and used commercial vehicle inventories held for sale to be maintained at dealer locations in order to facilitate immediate sales to customers on demand. We generally purchase new and used commercial vehicle inventories with the assistance of floor plan financing agreements. Our primary floor plan financing agreement, the Floor Plan Credit Agreement, expires on June 30, 2019 and may be terminated without cause upon 120 days’ notice. In the event that our floor plan financing becomes insufficient to satisfy our future requirements or our floor plan providers are unable to continue to extend credit under our floor plan agreements, we would need to obtain similar financing from other sources. There is no assurance that such additional floor plan financing or alternate financing could be obtained on commercially reasonable terms.

 

 

Changes in interest rates could have a material adverse effect on our profitability. 

 

Our Floor Plan Credit Agreement and some of our other debt are subject to variable interest rates. Therefore, our interest expense would rise with any increase in interest rates. A rise in interest rates may also have the effect of depressing demand in the interest rate sensitive aspects of our business, particularly new and used commercial vehicle sales, because many of our customers finance such purchases. As a result, a rise in interest rates may have the effect of simultaneously increasing our costs and reducing our revenues, which could materially affect our business, financial condition and results of operations. See “Quantitative and Qualitative Disclosures about Market Risk” for a discussion regarding our interest rate sensitivity.

 

Impairment in the carrying value of goodwill and other indefinite-lived intangible assets could negatively affect our operating results.

 

We have a substantial amount of goodwill on our balance sheet as a result of acquisitions we have completed. Approximately 99% of this goodwill is concentrated in our Truck Segment. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. Goodwill is not amortized, but instead is evaluated for impairment at least annually, or more frequently if potential interim indicators exist that could result in impairment. In testing for impairment, if the carrying value of a reporting unit exceeds its current fair value as determined based on the discounted future cash flows of the reporting unit, the goodwill is considered impaired and is reduced to fair value via a non-cash charge to earnings. Events and conditions that could result in impairment include weak economic activity, adverse changes in the regulatory environment, any matters that impact the ability of the manufacturers we represent to provide us with commercial vehicles or parts, issues with our franchise rights, or other factors leading to reductions in expected long-term sales or profitability. Determination of the fair value of a reporting unit includes developing estimates that are highly subjective and incorporate calculations that are sensitive to minor changes in underlying assumptions. Changes in these assumptions or a change in the Company’s reportable segments could result in an impairment charge in the future, which could have a significant adverse impact on our reported earnings.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Goodwill” for more information regarding the potential impact of changes in assumptions.

 

Our business is subject to a number of economic risks.

 

New and used commercial vehicle retail sales tend to experience periods of decline when general economic conditions worsen. We may experience sustained periods of decreased commercial vehicle sales in the future. Any decline or change of this type could materially affect our business, financial condition and results of operations. In addition, adverse regional economic and competitive conditions in the geographic markets in which we operate could materially adversely affect our business, financial condition and results of operations. Our new commercial vehicle sales volume therefore may differ from industry sales fluctuations.

 

Economic conditions and the other factors described above also may materially adversely impact our sales of parts and repair services, and finance and insurance products.

 

If we lose key personnel or are unable to attract additional qualified personnel, our business could be adversely affected because we rely on the industry knowledge and relationships of our key personnel.

 

We believe that our success depends significantly upon the efforts and abilities of our executive management and key employees. Additionally, our business is dependent upon our ability to continue to attract and retain qualified personnel, such as executive officers, managers and dealership personnel. The loss of the services of one or more members of our senior management team could have a material adverse effect on us and materially impair the efficiency and productivity of our operations. In addition, the loss of any of our key employees or the failure to attract additional qualified executive officers, managers and dealership personnel could have a material adverse effect on our business and may materially impact the ability of our dealerships to conduct their operations in accordance with our business strategy.

 

We depend on relationships with the manufacturers we represent and component suppliers for sales incentives, discounts and similar programs which are material to our operations.

 

We depend on the manufacturers we represent and component suppliers for sales incentives, discounts, warranties and other programs that are intended to promote the sales of their commercial vehicles or our use of their components in the vehicles we sell. Most of the incentives and discounts are individually negotiated and not always the same as those made available to commercial vehicle manufacturers or our competitors. These incentives and discounts are material to our operations. A reduction or discontinuation of a commercial vehicle manufacturer’s or component supplier’s incentive program could have a material adverse effect on our profitability.

 

 

We are dependent on the ongoing success of the manufacturers we represent and adverse conditions affecting the manufacturers we represent may negatively impact our revenues and profitability. 

 

The success of each of our dealerships is dependent on the manufacturers represented at each dealership. Our ability to sell new vehicles that satisfy our customers’ demands and replacement parts is dependent on the ability of the manufacturers we represent to produce and deliver new vehicles and replacement parts to our dealerships. Additionally, our dealerships perform warranty work for vehicles under manufacturer product warranties, which are billed to the appropriate vehicle manufacturer or component supplier as opposed to invoicing our customer. We generally have significant receivables from vehicle manufacturers and component suppliers for warranty and service work performed for our customers. In addition, we rely on vehicle manufacturers and component suppliers to varying extents for product training, marketing materials, and other items for our stores. Our business, results of operations, and financial condition could be materially adversely affected as a result of any event that has a material adverse effect on the vehicle manufacturers or component suppliers we represent.

 

The manufacturers we represent may be adversely impacted by economic downturns, significant declines in the sales of their new vehicles, labor strikes or similar disruptions (including within their major suppliers), rising raw materials costs, rising employee benefit costs, adverse publicity that may reduce consumer demand for their products (including due to bankruptcy), product defects, vehicle recall campaigns, litigation, poor product mix or unappealing vehicle design, governmental laws and regulations, or other adverse events. Our results of operations, financial condition or cash flows could be adversely affected if one or more of the manufacturers we represent are impacted by any of the foregoing adverse events.

 

Actions taken in response to continued operational losses by manufacturers we represent, including bankruptcy or reorganizations, could have a material adverse effect on our sales volumes and profitability. In addition, such actions could lead to the impairment of one or more of our franchise rights, inventories, fixed assets and other related assets, which in turn could have a material adverse effect on our financial condition and results of operations. For example, General Motors made the decision to terminate its medium-duty GMC truck production and wind-down our medium-duty GMC truck franchises in 2009, which forced us to take a significant pre-tax asset impairment charge. Actions taken in response to continued operational losses by manufacturers we represent, including bankruptcy or reorganizations, could also eliminate or reduce such manufacturers’ indemnification obligations to our dealerships, which could increase our risk in products liability actions.

 

The dollar amount of our backlog, as stated at any given time, is not necessarily indicative of our future earnings.

 

As of December 31, 2017, our backlog of new commercial vehicle orders was approximately $1,074.4 million. Our backlog is determined quarterly by multiplying the number of new commercial vehicles for each particular type of commercial vehicle ordered by a customer at our Rush Truck Centers by the recent average selling price for that type of commercial vehicle. We only include confirmed orders in our backlog. However, such orders are subject to cancellation. In the event of order cancellation, we have no contractual right to the total revenues reflected in our backlog.

 

Reductions in backlog due to cancellation by a customer or for other reasons will adversely affect, potentially to a material extent, the revenue and profit we actually receive from orders projected in our backlog. If we were to experience significant cancellations of orders in our backlog, our financial condition could be adversely affected.

 

Our growth strategies may be unsuccessful if we are unable to successfully execute our strategic initiatives or identify and complete future acquisitions.

 

Over the past few years, we have spent significant resources and efforts attempting to grow and enhance our Aftermarket Products and Services business and increase profitability through new business process management initiatives.  These efforts require timely and continued investment in technology, facilities, personnel and financial and management systems and controls.  We may not be successful in implementing all of the processes that are necessary to support any of our growth initiatives, which could result in our expenses increasing disproportionately to our incremental revenues, causing our operating margins and profitability to be adversely affected.

 

 

Historically, we have achieved a significant portion of our growth through acquisitions and we will continue to consider potential acquisitions on a selective basis.  There can be no assurance that we will be able to identify suitable acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.  Moreover, there can be no assurance that we will obtain manufacturers’ consents to acquisitions of additional franchises.

 

Our dealerships are subject to federal, state and local environmental regulations that may result in claims and liabilities, which could be material.

 

We are subject to the following federal, state and local environmental laws and regulations governing the following: discharges into the air and water; the operation and removal of underground and aboveground storage tanks; the use, handling, storage and disposal of hazardous substances, petroleum and other materials; and the investigation and remediation of contamination. As with commercial vehicle dealerships generally, and service, parts and body shop operations in particular, our business involves the generation, use, storage, handling and contracting for recycling or disposal of hazardous materials or wastes and other environmentally sensitive materials. Any non-compliance with these laws and regulations could result in significant fines, penalties and remediation costs which could adversely affect our results of operations, financial condition or cash flows.

 

We may also have liability in connection with materials that were sent to third party recycling, treatment, or disposal facilities under federal and state statutes. Applicable laws may make us responsible for liability relating to the investigation and remediation of contamination without regard to fault or the legality of the conduct that contributed to the contamination. In connection with our acquisitions, it is possible that we will assume or become subject to new or unforeseen environmental costs or liabilities, some of which may be material. In connection with dispositions of businesses, or dispositions previously made by companies we acquire, we may retain exposure for environmental costs and liabilities, some of which may be material.

 

Further, environmental laws and regulations are complex and subject to change. Compliance with current or amended, or new or more stringent, laws or regulations, stricter interpretations of existing laws or the future discovery of environmental conditions could require additional expenditures by us which could materially adversely affect our results of operations, financial condition or cash flows.

 

Disruptions to our information technology systems and breaches in data security could adversely affect our business.

 

We rely upon our information technology systems to manage all aspects of our business, including processing and recording sales to, and payments from, customers, managing inventory, communicating with manufacturers and vendors and financial reporting. Any inability to manage these systems, including with respect to matters related to system and data security, privacy, reliability, compliance, performance and access, as well as any inability of these systems to fulfill their intended purpose within our business, could have an adverse effect on our business. In addition, in the ordinary course of business, we collect and store sensitive data and information, including our proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information about our employees. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, human errors, acts of vandalism or other events. Any security breach or event resulting in the misappropriation, loss, or other unauthorized disclosure of confidential information, whether by us directly or our third-party service providers, could adversely affect our business operations, sales, reputation with current and potential customers, associates or vendors and result in litigation or regulatory actions, all of which could have a material adverse effect on our business and reputation.

 

Natural disasters and adverse weather events can disrupt our business. 

 

Some of our dealerships are located in regions of the United States where natural disasters and severe weather events (such as hurricanes, earthquakes, fires, floods, tornadoes and hail storms) may disrupt our operations, which may adversely impact our business, results of operations, financial condition and cash flows. In addition to business interruption, our business is subject to substantial risk of property loss due to the significant concentration of property at dealership locations. Although we have substantial insurance to cover this risk, we may be exposed to uninsured or underinsured losses that could have a material adverse effect on our business, financial condition, results of operations or cash flows.

 

 

Risks Related to Our Common Stock

 

We are controlled by two shareholders and their affiliates.

 

Collectively, W. Marvin Rush and W. M. “Rusty” Rush and their affiliates own approximately 0.6% of our issued and outstanding shares of Class A Common Stock and 43.5% of our issued and outstanding Class B Common Stock. W. Marvin Rush and W.M. “Rusty” Rush collectively control approximately 35.0% of the aggregate voting power of our outstanding shares and voting power which is substantially more than any other person or group. The interests of W. Marvin Rush and W.M. “Rusty” Rush may not be consistent with the interests of all shareholders, or each other. As a result of such ownership, W. Marvin Rush and W.M. “Rusty” Rush have the power to effectively control the Company, including the election of directors, the determination of matters requiring shareholder approval and other matters pertaining to corporate governance.

 

Our dealership agreements could discourage another company from acquiring us.

 

Our dealership agreements with Peterbilt impose ownership requirements on certain officers of the Company. All of our dealership agreements include restrictions on the sale or transfer of the underlying franchises. These ownership requirements and restrictions may prevent or deter prospective acquirers from acquiring control of us and, therefore, may adversely impact the value of our common stock.

 

Additionally, W. Marvin Rush and W.M. “Rusty” Rush have granted Peterbilt a right of first refusal to purchase their respective shares of common stock in the event that they desire to transfer in excess of 100,000 shares in any 12-month period to any person other than an immediate family member, an associate or another Dealer Principal. However, in the case of W. Marvin Rush, certain shares of his Class B Common Stock of the Company are exempt from his rights of first refusal agreement. These rights of first refusal, the number of shares owned by W. Marvin Rush and W.M. “Rusty” Rush and their affiliates, the requirement in our dealership agreements that the Dealer Principals retain a controlling interest in us, the restrictions on the sale or transfer of our franchises contained in our dealer agreements combined with the ability of the Board of Directors to issue shares of preferred stock without further vote or action by the shareholders, may discourage, delay or prevent a change in control without further action by our shareholders, which could adversely affect the market price of our common stock or prevent or delay a merger or acquisition that our shareholders may consider favorable.

 

Actions by our shareholders or prospective shareholders that would violate any of the above restrictions on our dealership agreements are generally outside of our control. If we are unable to renegotiate these restrictions, we may be forced to terminate or sell one or more of our dealerships, which could have a material adverse effect on us. These restrictions may also inhibit our ability to raise required capital or to issue our stock as consideration for future acquisitions.

 

Class A Common Stock has limited voting power.

 

Each share of Class A Common Stock ranks substantially equal to each share of Class B Common Stock with respect to receipt of any dividends or distributions declared on shares of common stock and the right to receive proceeds on liquidation or dissolution of us after payment of our indebtedness and liquidation preference payments to holders of any preferred shares. However, holders of Class A Common Stock have 1/20th of one vote per share on all matters requiring a shareholder vote, while holders of Class B Common Stock have one full vote per share.

 

Our Class B Common Stock has a low average daily trading volume. As a result, sales of our Class B Common Stock could cause the market price of our Class B Common Stock to drop, and it may be difficult for a stockholder to liquidate its position in our Class B Common Stock quickly without adversely affecting the market price of such shares.

 

The market price of our Class B Common Stock has historically been lower than the market price of our Class A Common Stock. The volume of trading in our Class B Common Stock varies greatly and may often be light. As of December 31, 2017, the three-month average daily trading volume of our Class B Common Stock was approximately 12,900 shares, with several days having a trading volume below 5,000 shares. If any large shareholder were to begin selling shares in the market, the added available supply of shares could cause the market price of our Class B Common Stock to drop. In addition, the lack of a robust resale market may require a shareholder to sell a large number of shares of our Class B Common Stock in increments over time to mitigate any adverse impact of the sales on the market price of our Class B Common Stock.

 

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2.

Properties

 

Our corporate headquarters are located in New Braunfels, Texas. As of December 2017, we also own or lease numerous facilities used in our operations in the following states: Alabama, Arizona, California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Kentucky, Missouri, New Mexico, Nebraska, Nevada, North Carolina, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, Utah and Virginia.

 

We lease a hangar in New Braunfels, Texas for the corporate aircraft. We also own and operate a guest ranch of approximately 9,500 acres near Cotulla, Texas, which is used for client development purposes.

 

Item 3.

Legal Proceedings

 

From time to time, we are involved in litigation arising out of our operations in the ordinary course of business. We maintain liability insurance, including product liability coverage, in amounts deemed adequate by management. To date, aggregate costs to us for claims, including product liability actions, have not been material. However, an uninsured or partially insured claim, or claim for which indemnification is not available, could have a material adverse effect on our financial condition or results of operations. We believe that there are no claims or litigation pending, the outcome of which could have a material adverse effect on our financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations for the fiscal period in which such resolution occurred.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

 

Our common stock trades on The NASDAQ Global Select MarketSM under the symbols RUSHA and RUSHB.

 

The following table sets forth the high and low sales prices for the Class A Common Stock and Class B Common Stock for the fiscal periods indicated and as quoted on The NASDAQ Global Select MarketSM.

 

   

2017

   

2016

 
   

High

   

Low

   

High

   

Low

 

Class A Common Stock

                               
                                 

First Quarter

  $ 36.14     $ 30.36     $ 22.20     $ 14.19  

Second Quarter

    39.21       31.99       22.88       16.54  

Third Quarter

    47.00       36.64       25.09       20.58  

Fourth Quarter

    54.11       45.64       34.11       21.99  
                                 

Class B Common Stock

                               
                                 

First Quarter

  $ 33.32     $ 28.99     $ 22.08     $ 14.20  

Second Quarter

    36.50       30.41       21.86       16.47  

Third Quarter

    44.31       35.30       25.00       20.22  

Fourth Quarter

    51.39       43.14       31.56       22.14  

 

As of February 12, 2018, there were approximately 23 record holders of Class A Common Stock and approximately 30 record holders of Class B Common Stock.

 

 

We did not pay dividends during the fiscal year ended December 31, 2017, or the fiscal year ended December 31, 2016. Our Board of Directors intends to retain any earnings to support operations, repurchase shares of our common stock and to finance strategic initiatives. Any future determination as to the payment of dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

 

As of December 31, 2017, we have not sold any securities in the last three years that were not registered under the Securities Act.

 

A summary of the Company’s stock repurchase activity for the fourth quarter of 2017 is as follows:

 

Period

     

Total

Number of

Shares

Purchased

 (1)(2)(3)

   

 

Average

Price Paid

Per Share

(1)

   

Total Number of

Shares Purchased

as Part of

Publicly

Announced Plans

or Programs (2)

   

Approximate

Dollar Value of

Shares that May

Yet be Purchased

Under the Plans

or Programs (3)

 

October 1

–  October 31, 2017     30,765     $ 45.01   (4)   30,765     $ 7,747,329  

November 1

–  November 30, 2017     59,930       46.91   (5)   59,930       4,934,255  

December 1

–  December 31, 2017     49,947       47.46   (6)   49,947       37,627,810  

Total

        140,642               140,642       37,627,810  

 

(1)

The calculation of the average price paid per share does not give effect to any fees, commissions or other costs associated with the repurchase of such shares.

(2)

The shares represent Class B Common Stock repurchased by the Company.

(3)

The Company repurchased shares under a stock repurchase program announced on November 30, 2016, which authorized the repurchase of up to $40.0 million of its shares of Class A Common Stock and/or Class B Common Stock. The Company repurchased $35.1 million of its shares of Class B Common Stock under this stock repurchase program prior to its expiration on November 30, 2017. The Company announced a new $40.0 million stock program on November 30, 2017, which authorizes the repurchase of up to $40.0 million of its shares of Class A Common Stock and/or Class B Common Stock and will expire on November 29, 2018.

(4)

Represents 30,765 shares of Class B Common Stock at an average price paid per share of $45.01.

(5)

Represents 59,930 shares of Class B Common Stock at an average price paid per share of $46.91.

(6)

Represents 49,947 shares of Class B Common Stock at an average price paid per share of $47.46.

 

Information regarding the Company’s equity compensation plans is incorporated by reference from Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters,” of this annual report on Form 10-K, and should be considered an integral part of this Item 5.

 

 

Performance Graph

 

The following graph shows the cumulative 5-Year total return as of December 31, 2017, of a $100 investment in the Company’s common stock made on December 31, 2012 (with dividends reinvested), as compared with similar investments based on (i) the cumulative total returns of the S&P 500 Index (with dividends reinvested) and (ii) the cumulative total returns of a market-weighted Peer Group Index composed of the common stock of PACCAR, Inc., Werner Enterprises, Inc., Penske Automotive Group, Inc. and Lithia Motors, Inc., assuming reinvestment of dividends. The market-weighted Peer Group Index values were calculated from the beginning of the performance period. The historical stock price performance shown below is not necessarily indicative of future stock price performance.

 

 

   

December 31,

 
   

2012

   

2013

   

2014

   

2015

   

2016

   

2017

 

Rush Enterprises, Inc.

  $ 100.00     $ 145.32     $ 158.66     $ 115.39     $ 165.40     $ 260.92  

S&P 500

    100.00       132.39       150.51       152.59       170.84       208.14  

Peer Group

    100.00       138.70       162.83       127.48       166.07       189.54  

 

The foregoing performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

 

 

Item 6. Selected Financial Data

 

The information below was derived from the audited consolidated financial statements included in this report and reports we have previously filed with the SEC. This information should be read together with those consolidated financial statements and the notes to those consolidated financial statements. These historical results are not necessarily indicative of the results to be expected in the future. The selected financial data presented below may not be comparable between periods in all material respects or indicative of our future financial position or results of operations due primarily to acquisitions and discontinued operations which occurred during the periods presented. See Note 15 to the Company’s Consolidated Financial Statements for a discussion of such acquisitions. The selected financial data presented below should be read in conjunction with our other financial information included elsewhere herein.

 

   

Year Ended December 31,

 
   

2017

   

2016

   

2015

   

2014

   

2013

 

 

 

(in thousands, except per share amounts)

 
SUMMARY OF INCOME STATEMENT DATA                                        

Revenues

                                       

New and used commercial vehicle sales

  $ 2,993,015     $ 2,640,019     $ 3,360,808     $ 3,195,873     $ 2,239,847  

Aftermarket products and services sales

    1,471,266       1,332,356       1,382,447       1,315,694       988,317  

Lease and rental

    217,356       208,154       199,867       177,561       129,638  

Finance and insurance

    17,988       18,582       21,150       19,988       15,320  

Other

    14,257       15,503       15,461       18,240       11,583  

Total revenues

    4,713,882       4,214,614       4,979,733       4,727,356       3,384,705  

Cost of products sold

    3,883,946       3,496,602       4,194,786       3,971,310       2,812,691  

Gross profit

    829,936       718,012       784,947       756,046       572,014  

Selling, general and administrative

    631,053       587,778       619,268       573,670       450,340  

Depreciation and amortization

    50,069       51,261       43,859       40,786       29,925  

(Loss) gain on sale of assets

    (105 )     1,755       (544 )     151       5  

Operating income

    148,709       80,728       121,276       141,741       91,754  

Interest expense, net

    12,310       14,279       13,473       11,198       10,693  

Income before income taxes

    136,399       66,449       107,803       130,543       81,061  

(Benefit) provision for income taxes

    (35,730 )     25,867       41,750       50,586       31,844  

Net income

  $ 172,129     $ 40,582     $ 66,053     $ 79,957     $ 49,217  
                                         

Earnings per common share - Basic:

                                       

Net income

  $ 4.34     $ 1.02     $ 1.64     $ 2.01     $ 1.25  
                                         

Earnings per common share - Diluted:

                                       

Net income

  $ 4.20     $ 1.00     $ 1.61     $ 1.96     $ 1.22  
                                         

Weighted average shares outstanding:

                                       

Basic

    39,627       39,938       40,271       39,783       39,405  

Diluted

    40,980       40,603       41,093       40,894       40,506  

 

 

   

Year Ended December 31,

 
   

2017

   

2016

   

2015

   

2014

   

2013

 

OPERATING DATA

                                       

Unit vehicle sales −

                                       

New vehicles

    25,696       23,627       29,780       27,459       19,931  

Used vehicles

    7,060       7,008       7,922       7,893       6,405  

Total unit vehicles sales

    32,756       30,635       37,702       35,352       26,336  

Truck lease and rental units (including units under contract maintenance and crane units)

    9,182       9,074       9,145       8,073       6,315  

 

   

December 31,

 
   

2017

   

2016

   

2015

   

2014

   

2013

 
   

(in thousands)

 

BALANCE SHEET DATA

                                       

Working capital

  $ 202,891     $ 118,318     $ 79,549     $ 152,517     $ 207,984  

Inventories

    1,033,294       840,304       1,061,198       1,024,104       802,220  

Total assets

    2,890,139       2,603,047       2,852,008       2,675,875       2,151,521  
                                         

Floor plan notes payable

    778,561       646,945       854,758       845,977       593,649  

Long-term debt, including current portion

    611,528       604,003       647,755       578,254       482,781  

Capital lease obligations, including current portion

    83,141       84,493       83,765       57,250       45,467  

Total shareholders’ equity

    1,040,373       862,825       844,897       764,339       665,381  

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

We are a full-service, integrated retailer of commercial vehicles and related services. We operate one segment - the Truck Segment. The Truck Segment operates a network of commercial vehicle dealerships primarily under the name “Rush Truck Centers.” Most Rush Truck Centers are a franchised dealer for commercial vehicles manufactured by Peterbilt, International, Hino, Ford, Isuzu, Mitsubishi Fuso, IC Bus or Blue Bird. Through our strategically located network of Rush Truck Centers, we provide one-stop service for the needs of our commercial vehicle customers. We offer an integrated approach to meeting customer needs by providing service, parts and collision repair in addition to new and used commercial vehicle sales and leasing, insurance and financial services, vehicle upfitting, CNG fuel systems and vehicle telematics products. 

 

Our goal is to continue to serve as the premier service solutions provider to the end-users of commercial vehicles. Our strategic efforts to achieve this goal include continuously expanding our portfolio of Aftermarket Products and Services, broadening the diversity of our commercial vehicle product offerings and extending our network of Rush Truck Centers. Our commitment to provide innovative solutions to service our customers’ needs continues to drive our strong Aftermarket Products and Services revenues.

 

Our Aftermarket Products and Services include a wide range of capabilities and products such as providing parts, service and collision repair at certain of our Rush Truck Centers, a fleet of mobile service units, technicians who work in our customers’ facilities, a proprietary line of commercial vehicle parts and accessories, vehicle upfitting, a broad range of diagnostic and analysis capabilities, a suite of telematics products, factory-certified service for alternative fuel vehicles and assembly service for specialized bodies and equipment. Aftermarket Products and Services accounted for 64.7% of our total gross profits in 2017.

 

Summary of 2017

 

Our results of operations for the year ended December 31, 2017 are summarized below as follows:

 

 

Our gross revenues totaled $4,713.9 million in 2017, an 11.8% increase from gross revenues of $4,214.6 million in 2016.

 

 

Gross profit increased $111.9 million, or 15.6%, in 2017, compared to 2016. Gross profit as a percentage of sales increased to 17.6% in 2017, from 17.0% in 2016.

 

 

 

Our Class 8 heavy-duty unit sales, which accounted for 6.6% of the total U.S. market, increased 21.0% in 2017 over 2016.

 

 

Our 2017 Class 4-7 medium-duty unit sales, which accounted for 4.5% of the total U.S. market, decreased 1.6% over 2016. Light-duty truck unit sales decreased 0.9% compared to 2016.

 

 

Aftermarket Products and Services revenues were $1,471.3 million in 2017, compared to $1,332.4 million in 2016.

 

 

Selling, General and Administrative expenses increased $43.3 million, or 7.4%, in 2017, compared to 2016.

 

2018 Outlook

 

According to A.C.T. Research Co., LLC (“A.C.T. Research”), a commercial vehicle industry data and forecasting service provider, U. S. Class 8 retail sales are estimated to total 247,000 units in 2018, a 25.2% increase compared to 197,226 units in 2017. We expect our market share of Class 8 commercial vehicle sales to range between 5.7% to 6.2% in 2018.

 

According to A.C.T. Research, U. S. Class 4 through 7 retail sales are estimated to total 244,750 units in 2018, up 1.1% over 2017. We believe our Class 4 through 7 commercial vehicle sales will remain stable through 2018.

 

We continue to make progress on strategic initiatives to increase our Aftermarket Products and Services revenue.  We believe our Aftermarket Products and Services revenue will increase 9% to 10% in 2018, compared to 2017.

 

Key Performance Indicator

 

Absorption Ratio. Management uses several performance metrics to evaluate the performance of our 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 body shop 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, all of the gross profit from the sale of a commercial vehicle, after sales commissions and inventory carrying costs, directly impacts operating profit. Our commercial vehicle dealerships achieved a 121.0% absorption ratio for the year ended December 31, 2017 and 112.2% absorption ratio for the year ended December 31, 2016.

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates. We believe the following accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

 

Inventories

 

Inventories are stated at the lower of cost or market value. Cost is determined by specific identification of new and used commercial vehicles inventory and by the first-in, first-out method for tires, parts and accessories. As the market value of our inventory typically declines over time, reserves are established based on historical loss experience and market trends. These reserves are charged to cost of sales and reduce the carrying value of our inventory on hand. An allowance is provided when it is anticipated that cost will exceed net realizable value less a reasonable profit margin.

 

 

Goodwill

 

Goodwill is tested for impairment by reporting unit utilizing a two-step process at least annually, or more frequently when events or changes in circumstances indicate that the asset might be impaired. The first step requires us to compare the fair value of the reporting unit (we consider our Truck Segment to be a reporting unit for purposes of this analysis), which is the same as the segment, to the respective carrying value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, there is an indication that impairment may exist and a second step is required. In the second step of the analysis, the implied fair value of the goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss.

 

We determine the fair value of our reporting unit using the discounted cash flow method. The discounted cash flow method uses various assumptions and estimates regarding revenue growth rates, future gross margins, future selling, general and administrative expenses and an estimated weighted average cost of capital. The analysis is based upon available information regarding expected future cash flows of each reporting unit discounted at rates consistent with the cost of capital specific to the reporting unit. This type of analysis contains uncertainties because it requires us to make assumptions and to apply judgment regarding our knowledge of our industry, information provided by industry analysts, and our current business strategy in light of present industry and economic conditions. If any of these assumptions change, or fail to materialize, the resulting decline in our estimated fair value could result in a material impairment charge to the goodwill associated with the reporting unit.

 

We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we used to test for impairment losses on goodwill. However, if actual results are not consistent with our estimates or assumptions, or certain events occur that might adversely affect the reported value of goodwill in the future, we may be exposed to an impairment charge that could be material.

 

Goodwill was tested for impairment during the fourth quarter of 2017 and no impairment was required. The fair value of our reporting unit exceeded the carrying value of its net assets. As a result, we were not required to conduct the second step of the impairment test. We do not believe our reporting unit is at risk of failing step one of the impairment test.      

 

Insurance Accruals

 

We are partially self-insured for a portion of the claims related to our property and casualty insurance programs, which requires us to make estimates regarding expected losses to be incurred. We engage a third-party administrator to assess any open claims and we adjust our accrual accordingly on a periodic basis. We are also partially self-insured for a portion of the claims related to our workers’ compensation and medical insurance programs. We use actuarial information provided from third-party administrators to calculate an accrual for claims incurred, but not reported, and for the remaining portion of claims that have been reported.

 

Changes in the frequency, severity, and development of existing claims could influence our reserve for claims and financial position, results of operations and cash flows. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we used to calculate our self-insured liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.

 

Accounting for Income Taxes

 

Management’s judgment is required to determine the provisions for income taxes and to determine whether deferred tax assets will be realized in full or in part. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When it is more likely than not that all or some portion of specific deferred income tax assets will not be realized, a valuation allowance must be established for the amount of deferred income tax assets that are determined not to be realizable. Accordingly, the facts and financial circumstances impacting deferred income tax assets are reviewed quarterly and management’s judgment is applied to determine the amount of valuation allowance required, if any, in any given period.

 

 

Our income tax returns are periodically audited by tax authorities. These audits include questions regarding our tax filing positions, including the timing and amount of deductions. In evaluating the exposures associated with our various tax filing positions, we adjust our liability for unrecognized tax benefits and income tax provision in the period in which an uncertain tax position is effectively settled, the statute of limitations expires for the relevant taxing authority to examine the tax position, or when more information becomes available.

 

Our liability for unrecognized tax benefits contains uncertainties because management is required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions. Our effective income tax rate is also affected by changes in tax law, the level of earnings and the results of tax audits. Although we believe that the judgments and estimates are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material. An unfavorable tax settlement generally would require use of our cash and result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction in our effective income tax rate in the period of resolution. Our income tax expense includes the impact of reserve provisions and changes to reserves that we consider appropriate, as well as related interest.

 

New Accounting Standards

 

In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718),” which changed the accounting for certain aspects of share-based payments to employees. We adopted the new standard on January 1, 2017. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. We recorded excess tax benefits of $5.3 million in the year ended December 31, 2017, which was recorded in our Consolidated Statements of Income. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows us to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on our cash flows statement, and provides an accounting policy election to account for forfeitures as they occur. We did not elect to make an accounting policy change to recognize forfeitures as they occur and will continue to estimate forfeitures. We adopted the amendments related to ASU 2016-09 prospectively and prior periods have not been adjusted.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is intended to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In order to meet that objective, the new standard requires recognition of the assets and liabilities that arise from leases. A lessee will be required to recognize on the balance sheet the assets and liabilities for leases with lease terms of more than 12 months.  The new standard is effective for public companies for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. We will adopt ASU 2016-02 on January 1, 2019. We are in the process of evaluating the effect that adopting this standard will have on our financial statements and related disclosures. We currently expect that most of our operating lease commitments will be subject to the new standard and recognized as right-of-use assets and operating lease liabilities upon our adoption of ASU 2016-02, which will increase our total assets and total liabilities that we report relative to such amounts prior to adoption.

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which amended the accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to when products are transferred to customers. ASU 2014-09 will be effective for us beginning in our first quarter of 2018. The ASU provides two transition methods: (i) retrospectively to each prior reporting period presented; or (ii) modified retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. We adopted ASU 2014-09 on January 1, 2018 and will use the modified retrospective method.

 

In 2016, we established a cross-functional team with representatives from our major revenue streams to review our current accounting policies and practices, assess the effect of the standard on our revenue contracts and identify potential differences. Our revenues are primarily generated from the sale of finished products to customers. Those sales predominantly contain a single delivery element and revenue for such sales is recognized when the customer obtains control of the finished product or service. The team has identified our material revenue streams to be the sale of new and used commercial vehicles; arrangement of associated commercial vehicle financing and insurance contracts; the performance of commercial vehicle repair services; and the sale of commercial vehicle parts. The implementation team evaluated the additional disclosure requirements of ASU 2014-09, as well as the adequacy of our underlying accounting and financial reporting systems and processes necessary to support the recognition and disclosure requirements. We do not expect the adoption of ASU 2014-09 to materially impact our consolidated financial statements.

 

 

Results of Operations

 

The following discussion and analysis includes our historical results of operations for 2017, 2016 and 2015. The following table sets forth for the years indicated certain financial data as a percentage of total revenues:

 

   

Year Ended December 31,

 
   

2017

   

2016

   

2015

 
                         

New and used commercial vehicle sales

    63.5

%

    62.6

%

    67.5

%

Aftermarket products and services sales

    31.2       31.6       27.8  

Lease and rental

    4.6       5.0       4.0  

Finance and insurance

    0.4       0.4       0.4  

Other

    0.3       0.4       0.3  

Total revenues

    100.0       100.0       100.0  
                         

Cost of products sold

    82.4       83.0       84.2  

Gross profit

    17.6       17.0       15.8  
                         

Selling, general and administrative

    13.4       13.9       12.4  

Depreciation and amortization

    1.0       1.2       0.9  

Operating income

    3.2       1.9       2.5  

Interest expense, net

    0.3       0.3       0.3  

Income from continuing operations before income taxes

    2.9       1.6       2.2  

Provision for income taxes

    (0.8 )     0.6       0.8  

Net income

    3.7

%

    1.0

%

    1.4

%

 

The following table sets forth the unit sales and revenue for new heavy-duty, new medium-duty, new light-duty and used commercial vehicles and the absorption ratio for the years indicated (revenue in millions):

 

                           

% Change

 
   

2017

   

2016

   

2015

   

2017

vs

2016

   

2016

vs

2015

 

Vehicle unit sales:

                                       

New heavy-duty vehicles

    13,083       10,816       16,874       21.0 %     -35.9 %

New medium-duty vehicles

    10,952       11,135       11,241       -1.6 %     -0.9 %

New light-duty vehicles

    1,661       1,676       1,665       -0.9 %     0.7 %

Total new vehicle unit sales

    25,696       23,627       29,780       8.8 %     -20.7 %
                                         

Used vehicles sales

    7,060       7,008       7,922       0.7 %     -11.5 %
                                         

Vehicle revenue:

                                       

New heavy-duty vehicles

  $ 1,817.3     $ 1,455.8     $ 2,133.2       24.8 %     -31.8 %

New medium-duty vehicles

    806.5       811.7       808.9       -0.6 %     0.3 %

New light-duty vehicles

    64.0       63.6       60.2       0.6 %     5.6 %

Total new vehicle revenue

  $ 2,687.8     $ 2,331.1     $ 3,002.3       15.3 %     -22.4 %
                                         

Used vehicle revenue

  $ 291.5     $ 289.4     $ 338.7       0.7 %     -14.6 %
                                         

Other vehicle revenue:(1)

  $ 13.7     $ 19.5     $ 19.8       -29.7 %     -1.5 %
                                         

Dealership absorption ratio:

    121.0 %     112.2 %     115.6 %     7.8 %     -2.9 %

 

(1)  Includes sales of truck bodies, trailers and other new equipment.

 

 

The following table sets forth for the periods indicated the percent of gross profit by revenue source:

 

   

2017

   

2016

   

2015

 

Gross Profit:

                       

New and used commercial vehicle sales

    27.3

%

    24.6

%

    28.3

%

Aftermarket products and services sales

    64.7       67.0       64.1  

Lease and rental

    4.1       3.6       2.9  

Finance and insurance

    2.2       2.6       2.7  

Other

    1.7       2.2       2.0  

Total gross profit

    100.0

%

    100.0

%

    100.0

%

 

Industry

 

We operate in the commercial vehicle market. There has historically been a high correlation between new product sales in the commercial vehicle market and the rate of change in U.S. industrial production and the U.S. gross domestic product.

 

Heavy-Duty Truck Market

 

The U.S. retail heavy-duty truck market is affected by a number of factors, including general economic conditions, fuel prices, other methods of transportation, environmental and other government regulation, interest rate fluctuations and customer business cycles. Unit sales of new commercial vehicles have historically been subject to substantial cyclical variation based on general economic conditions. According to data published by A.C.T. Research, over the last 10 years, total U.S. retail sales of new Class 8 trucks have ranged from a low of approximately 97,000 in 2009 to a high of approximately 253,000 in 2015. Class 8 trucks are defined by the American Automobile Association as trucks with a minimum gross vehicle weight rating above 33,000 pounds.

 

Typically, Class 8 trucks are assembled by manufacturers utilizing certain components that may be manufactured by other companies, including engines, transmissions, axles, wheels and other components. As commercial vehicles and certain commercial vehicle components have become increasingly complex, the ability to provide service for commercial vehicles has become an increasingly competitive factor in the industry. The ability to provide such service requires a significant capital investment in diagnostic and other equipment, parts inventory and highly trained service personnel. EPA and DOT regulatory guidelines for service processes, including body shop, paint work and waste disposal, require sophisticated equipment to ensure compliance with environmental and safety standards. Differentiation between commercial vehicle dealers has become less dependent on price competition and is increasingly based on a dealer’s ability to offer a wide variety of services to their clients in a timely manner to minimize vehicle downtime. Such services include the following: efficient, conveniently located and easily accessible commercial vehicle service centers with an adequate supply of replacement parts; financing for commercial vehicle purchases; leasing and rental programs; and the ability to accept multiple unit trade-ins related to large fleet purchases. We believe our one-stop center concept and the size and geographic diversity of our dealership network gives us a competitive advantage in providing these services.

 

A.C.T. Research currently estimates approximately 247,000 new Class 8 trucks will be sold in the United States in 2018, compared to approximately 197,226 new Class 8 trucks sold in 2017. A.C.T. Research currently forecasts sales of new Class 8 trucks in the U.S. to be approximately 228,000 in 2019.

 

Medium-Duty Truck Market

 

Many of our Rush Truck Centers sell medium-duty commercial vehicles manufactured by Peterbilt, International, Hino, Ford, Mitsubishi Fuso or Isuzu, and provide parts and service for medium-duty commercial vehicles. Medium-duty commercial vehicles are principally used in short-haul, local markets as delivery vehicles; they typically operate locally and generally do not leave their service areas overnight. We also sell light-duty vehicles (Class 3 and under) at several of our Ford dealerships.

 

A.C.T. Research currently forecasts sales of new Class 4 through 7 commercial vehicles in the U.S. to be approximately 244,750 in 2018, compared to 242,089 in 2017. A.C.T. Research currently forecasts sales of new Class 4 through 7 commercial vehicles in the U.S. to be approximately 251,650 in 2019.

 

 

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

 

Revenues

 

Total revenues increased $497.2 million, or 11.8%, in 2017, compared to 2016.

 

Our Aftermarket Products and Services revenues increased $138.9 million, or 10.4%, in 2017, compared to 2016. This increase was primarily due to strong general economic conditions, an increase in our heavy-duty truck sales, which generally require upfitting and other pre-delivery services, and an increase in the number of service technicians we employ. We expect our Aftermarket Products and Services revenues to increase 9% to 10% in 2018.

 

Revenues from sales of new and used commercial vehicles increased $353.0 million, or 13.4%, in 2017, compared to 2016.

 

We sold 13,083 heavy-duty trucks in 2017, a 21.0% increase compared to 10,816 heavy-duty trucks in 2016. Our heavy-duty new truck sales in 2017 increased due to strong growth in truck sales to customers in industries we support, including refuse, energy and construction. According to A.C.T. Research, U.S. Class 8 retail sales totaled 197,226 in 2017, an increase of approximately 0.2%, compared to 2016. Our share of the U.S. Class 8 commercial vehicle sales market increased to approximately 6.6% in 2017, from 5.5% in 2016. We expect our U.S. Class 8 commercial vehicle sales market share to range between 5.7% and 6.2% in 2018. This market share percentage would result in the sale of approximately 14,000 to 15,300 of Class 8 commercial vehicles in 2018, based on A.C.T. Research’s current U.S. retail sales estimate of 247,000 units.

 

We sold 10,952 medium-duty commercial vehicles, including 1,004 buses, in 2017, a 1.6% decrease compared to 11,135 medium-duty commercial vehicles, including 1,132 buses, in 2016. According to A.C.T. Research, U.S. Class 4 through 7 retail sales totaled 242,089 in 2017, an increase of approximately 7.0%, compared to 2016. In 2017, we achieved a 4.5% share of the Class 4 through 7 market in the U.S. We expect our market share to range between 4.5% and 5.5% of the U.S. Class 4 through 7 commercial vehicle sales in 2018. This market share percentage would result in the sale of approximately 11,000 to 13,400 of Class 4 through 7 commercial vehicles in 2018, based on A.C.T. Research’s current U.S. retail sales estimates of 244,750 units.

 

We sold 1,661 light-duty vehicles in 2017, a 0.9% decrease compared to 1,676 light-duty vehicles in 2016. We expect to sell approximately 1,700 light-duty vehicles in 2018.

 

We sold 7,060 used commercial vehicles in 2017, a 0.7% increase compared to 7,008 used commercial vehicles in 2016. We expect to sell approximately 7,500 to 8,500 used commercial vehicles in 2018.

 

Commercial vehicle lease and rental revenues increased $9.2 million, or 4.4%, in 2017, compared to 2016. We expect lease and rental revenue to increase 5% to 10% during 2018, compared to 2017.

 

Finance and insurance revenues decreased $0.6 million, or 3.2%, in 2017, compared to 2016. We expect finance and insurance revenue to fluctuate proportionately with our new and used commercial vehicle sales in 2018. Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of our operating profits.

 

Other income decreased $1.2 million, or 8.0% in 2017, compared to 2016. Other income consists primarily of the gain on sale realized on trucks from the lease and rental fleet, document fees related to commercial vehicle sales and income from Central California Truck and Trailer Sales, LLC (“CCTTS”), our joint venture that operates non-franchised used commercial vehicle sales facilities in California and Arizona.

 

Gross Profit

 

Gross profit increased $111.7 million, or 15.6%, in 2017, compared to 2016. Gross profit as a percentage of sales increased to 17.6% in 2017, from 17.0% in 2016. The increase in gross profit as a percentage of sales is a result of increased gross margins in our Aftermarket Products and Services business, commercial vehicle sales and truck lease and rental sales.

 

 

Gross margins from our Aftermarket Products and Services operations increased to 36.5% in 2017, from 36.1% in 2016. Gross profit for Aftermarket Products and Services increased to $536.9 million in 2017, from $480.9 million in 2016. Historically, parts operations’ gross margins range from 27% to 28% and service and body shop operations range from 67% to 68%. Gross profits from parts sales represented 56.6% of total gross profit for Aftermarket Products and Services operations in 2017 and 55.8% in 2016. Service and body shop operations represented 43.4% of total gross profit for Aftermarket Products and Services operations in 2017 and 44.2% 2016. We expect blended gross margins on Aftermarket Products and Services operations to range from 36.0% to 36.5% in 2018.

 

Gross margins on Class 8 commercial vehicle sales increased to 7.8% in 2017, from 7.0% in 2016. This increase is attributable to the sales mix in 2017, which consisted of a lower percentage of sales to large fleet customers than in 2016. In 2018, we expect overall gross margins from Class 8 commercial vehicle sales of approximately 7.0% to 7.5%. We recorded a net charge to cost of sales of $8,500 to increase our new heavy-duty commercial vehicle valuation allowance in 2017, compared to $3.2 million in 2016.

 

Gross margins on medium-duty commercial vehicle sales remained flat at 6.0% in 2017, compared to 2016. For 2018, we expect overall gross margins from Class 4 through 7 commercial vehicle sales of approximately 5.7% to 6.2%, but this will largely depend upon the mix of purchasers and types of vehicles sold. We recorded a net charge to cost of sales of $1.9 million to increase our new medium-duty commercial vehicle valuation allowance in 2017, compared to $1.1 million in 2016.

 

Gross margins on used commercial vehicle sales increased to 10.5% in 2017, from 8.1% in 2016. This increase is primarily related to the stabilization of used truck values in 2017. We expect margins on used commercial vehicles to range between 8.5% and 10.0% during 2018. We recorded a net charge to cost of sales of $3.8 million to increase our used commercial vehicle valuation allowance in 2017, compared to $5.1 million in 2016.

 

Gross margins from commercial vehicle lease and rental sales increased to 15.8% in 2017, from 12.5% in 2016. This increase is primarily related to increased rental fleet utilization and improvement in the performance of our full service leases. We expect gross margins from lease and rental sales of approximately 16.0% to 17.5% during 2018. Our policy is to depreciate our lease and rental fleet using a straight line method over each customer’s contractual lease term. The lease unit is depreciated to a residual value that approximates fair value at the expiration of the lease term. This policy results in the Company realizing reasonable gross margins while the unit is in service and a corresponding gain or loss on sale when the unit is sold at the end of the lease term.

 

Finance and insurance revenues and other income, as described above, have limited direct costs and, therefore, contribute a disproportionate share of gross profit.

 

Selling, General and Administrative Expenses

 

Selling, General and Administrative (“SG&A”) expenses increased $43.3 million, or 7.4%, in 2017, compared to 2016. SG&A expenses as a percentage of total revenues decreased to 13.4% in 2017, from 14.0% in 2016. SG&A expenses as a percentage of total revenues have recently ranged from 12.1% to 14.7%. In general, when new and used commercial vehicle revenues decrease as a percentage of total revenues, SG&A expenses as a percentage of total revenues will be at, or exceed, the higher end of this range. For 2018, we expect SG&A expenses as a percentage of total revenues to range from 13.5% to 14.5% and the selling portion of SG&A expenses to be approximately 25.0% to 30.0% of new and used commercial vehicle gross profit.

 

Depreciation and Amortization Expense

 

Depreciation and amortization expense decreased $1.2 million, or 2.3%, in 2017, compared to 2016.

 

Interest Expense, Net

 

Net interest expense decreased $1.9 million, or 13.6%, in 2017, compared to 2016. Net interest expense in 2018 will depend on inventory levels, interest rate fluctuations and the amount of cash available to make prepayments on our floor plan arrangements.

 

Income before Income Taxes

 

Income before income taxes increased $70.0 million, or 105.3%, in 2017, compared to 2016, as a result of the factors described above.

 

 

Income Taxes

 

Income taxes decreased $61.6 million in 2017, compared to 2016. On December 22, 2017, the United States Congress enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Company incurred a one-time income tax benefit of $82.9 million in 2017 as a result of the Tax Act, primarily related to the revaluation of certain deferred tax assets and liabilities due to the reduction of the U.S. corporate tax rate from 35% to 21%.

 

ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718)” requires excess tax benefits and tax deficiencies to be recorded in the income statement when equity awards issued pursuant to our equity compensation plans vest or are settled. We recorded a $5.3 million tax benefit related to excess tax benefits in 2017, which reduced income tax expense.

 

We provided for taxes at a 38.25% effective rate in 2017, compared to an effective rate of 38.9% in 2016. We expect our effective tax rate to be approximately 25% to 26% of pretax income in 2018.

 

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

 

Revenues

 

Total revenues decreased $765.1 million, or 15.4%, in 2016, compared to 2015.

 

Our Aftermarket Products and Services revenues decreased $50.1 million, or 3.6%, in 2016, compared to 2015. This decrease was primarily due to softness in the energy sector, consolidation of Navistar dealership locations in the second quarter of 2016 and an industry-wide decrease in parts sales according to McKay & Company, a marketing research and management consulting firm.

 

Revenues from sales of new and used commercial vehicles decreased $720.8 million, or 21.4%, in 2016, compared to 2015. Our Class 8 new commercial vehicle sales in 2016 were severely impacted by a significantly weaker Class 8 commercial vehicle market.

 

We sold 10,816 heavy-duty trucks in 2016, a 35.9% decrease compared to 16,874 heavy-duty trucks in 2015. Our heavy-duty new truck sales in 2016 were impacted by a significantly weaker commercial vehicle market and decreased sales to some of our largest fleet customers. According to A.C.T. Research, U.S. Class 8 retail sales totaled 196,901 in 2016, a decrease of approximately 22.2%, compared to 2015. Our share of the U.S. Class 8 commercial vehicle sales market decreased to approximately 5.5% in 2016, from 6.7% in 2015.

 

We sold 11,135 medium-duty commercial vehicles, including 1,132 buses, in 2016, a 0.9% decrease compared to 11,241 medium-duty commercial vehicles, including 1,140 buses, in 2015. According to A.C.T. Research, U.S. Class 4 through 7 retail sales totaled 226,258 in 2016, an increase of approximately 3.7%, compared to 2015. In 2016, we achieved a 4.9% share of the Class 4 through 7 market in the U.S.

 

We sold 1,676 light-duty vehicles in 2016, a 0.7% increase compared to 1,665 light-duty vehicles in 2015.

 

We sold 7,008 used commercial vehicles in 2016, an 11.5% decrease compared to 7,922 used commercial vehicles in 2015. This decrease was primarily the result of an oversupply of used Class 8 trucks for sale across the U.S. as a result of decreased demand.

 

Commercial vehicle lease and rental revenues increased $8.3 million, or 4.1%, in 2016, compared to 2015.

 

Finance and insurance revenues decreased $2.6 million, or 12.1%, in 2016, compared to 2015. The decrease in finance and insurance revenue was primarily a result of the decrease in new and used commercial vehicle sales in 2016. Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of our operating profits.

 

Other income remained flat at $15.5 million in 2016 when compared to 2015. Other income consists primarily of the gain on sale realized on trucks from the lease and rental fleet, document fees related to commercial vehicle sales and income from CCTTS, our joint venture that operates non-franchised used commercial vehicle sales facilities in California and Arizona.

 

 

Gross Profit

 

Gross profit decreased $66.9 million, or 8.5%, in 2016, compared to 2015. This decrease was primarily the result of decreased sales of new and used Class 8 commercial vehicles in 2016. Gross profit as a percentage of sales increased to 17.0% in 2016, from 15.8% in 2015. This increase in gross profit as a percentage of sales was the result of a change in our product sales mix. Commercial vehicle sales, a lower margin revenue item, decreased as a percentage of total revenues to 62.6% in 2016, from 67.5% in 2015. Aftermarket Products and Services revenues, a higher margin revenue item, increased as a percentage of total revenues to 31.6% in 2016, from 27.8% in 2015.

 

Gross margins from our Aftermarket Products and Services operations decreased to 36.1% in 2016, from 36.4% in 2015. Gross profit for Aftermarket Products and Services decreased to $480.9 million in 2016, from $503.3 million in 2015. Historically, parts operations’ gross margins range from 27% to 28% and service and body shop operations range from 67% to 68%. Gross profits from parts sales represented 55.8% of total gross profit for Aftermarket Products and Services operations in 2016 and 55.5% in 2015. Service and body shop operations represented 44.2% of total gross profit for Aftermarket Products and Services operations in 2016 and 44.5% 2015.

 

Gross margins on Class 8 commercial vehicle sales increased to 7.0% in 2016, from 6.5% in 2015. This increase is attributable to the sales mix in 2016, which consisted of fewer sales to large fleet customers. We recorded a net charge to cost of sales of $3.2 million to increase our new heavy-duty commercial vehicle valuation allowance in 2016, compared to $1.5 million in 2015.

 

Gross margins on medium-duty commercial vehicle sales increased to 6.0% in 2016, from 5.9% in 2015. We recorded a net charge to cost of sales of $1.1 million to increase our new medium-duty commercial vehicle valuation allowance in 2016, compared to $1.9 million in 2015.

 

Gross margins on used commercial vehicle sales decreased to 8.1% in 2016, from 9.6% in 2015. This decrease was primarily related to a significant decline in used commercial vehicle values caused by the oversupply of used Class 8 commercial vehicles for sale across the United States as a result of decreased demand. We recorded a net charge to cost of sales of $5.1 million to increase our used commercial vehicle valuation allowance in 2016, compared to $4.7 million in 2015.

 

Gross margins from commercial vehicle lease and rental sales increased to 12.5% in 2016, from 11.5% in 2015. Our policy is to depreciate our lease and rental fleet using a straight line method over each customer’s contractual lease term. The lease unit is depreciated to a residual value that approximates fair value at the expiration of the lease term. This policy results in the Company realizing reasonable gross margins while the unit is in service and a corresponding gain or loss on sale when the unit is sold at the end of the lease term.

 

Finance and insurance revenues and other income, as described above, have limited direct costs and, therefore, contribute a disproportionate share of gross profit.

 

Selling, General and Administrative Expenses

 

SG&A expenses decreased $31.5 million, or 5.1%, in 2016, compared to 2015. SG&A expenses as a percentage of total revenues increased to 14.0% in 2016, from 12.4% in 2015. SG&A expenses as a percentage of total revenues have recently ranged from 12.1% to 14.7%. In general, when new and used commercial vehicle revenues decrease as a percentage of total revenues, SG&A expenses as a percentage of total revenues will be at, or exceed, the higher end of this range.

 

Depreciation and Amortization Expense

 

Depreciation and amortization expense increased $7.4 million, or 16.9%, in 2016, compared to 2015. This increase was primarily due to the construction of new dealerships and existing dealership expansions

 

Interest Expense, Net

 

Net interest expense increased $0.8 million, or 6.0%, in 2016, compared to 2015.

 

 

Income before Income Taxes

 

Income before income taxes decreased $41.4 million, or 38.4%, in 2016, compared to 2015, as a result of the factors described above.

 

Income Taxes 

 

Income taxes decreased $15.9 million in 2016, compared to 2015. We provided for taxes at a 38.9% effective rate in 2016, compared to an effective rate of 38.73% in 2015.

  

Liquidity and Capital Resources

 

Our short-term cash requirements are primarily for working capital, inventory financing, the renovation and expansion of existing facilities and the construction or purchase of new facilities. Historically, these cash requirements have been met through the retention of profits, borrowings under our floor plan arrangements and bank financings. As of December 31, 2017, we had working capital of approximately $202.9 million, including $124.5 million in cash, available to fund our operations. We believe that these funds are sufficient to meet our operating requirements for at least the next twelve months. We utilize our excess cash on hand to pay down outstanding borrowings under our Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to our gross interest expense under the credit agreement.

 

We have a secured line of credit that provides for a maximum borrowing of $17.5 million. There were no advances outstanding under this secured line of credit at December 31, 2017, however, $11.9 million was pledged to secure various letters of credit related to self-insurance products, leaving $5.6 million available for future borrowings as of December 31, 2017.

 

On March 21, 2017, we entered into a working capital facility with BMO Harris (the “Working Capital Facility”). The Working Capital Facility includes up to $100 million of revolving credit loans to the Company for working capital, capital expenditures and other general corporate purposes. The amount of the borrowings under the Working Capital Facility are subject to borrowing base limitations based on the value of our eligible parts inventory and company vehicles. The Working Capital Facility includes a $20 million letter of credit sublimit. Borrowings under the Working Capital Facility bear interest at rates based on LIBOR or the Base Rate (as such terms are defined in the Working Capital Facility), plus an applicable margin determined based on outstanding borrowing under the Working Capital Facility. In addition, we are required to pay a commitment fee on the amount unused under the Working Capital Facility. The Working Capital Facility expires on the earlier of (i) March 21, 2020 and (ii) the date on which all commitments under the Floor Plan Working Capital Facility shall have terminated, whether as a result of the occurrence of the Commitment Termination Date (as defined in the Floor Plan Working Capital Facility) or otherwise. There were no advances outstanding under the Working Capital Facility as of December 31, 2017.

 

Our long-term real estate debt and floor plan financing agreements and the Working Capital Facility require us to satisfy various financial ratios such as the debt-to-worth ratio, leverage ratio and the fixed charge coverage ratio and certain requirements for tangible net worth and GAAP net worth. As of December 31, 2017, we were in compliance with all debt covenants related to debt secured by real estate, lease and rental units, our floor plan credit agreements and the Working Capital Facility. We do not anticipate any breach of the covenants in the foreseeable future.

 

We expect to purchase or lease commercial vehicles worth approximately $165.0 million to $190.0 million for our leasing operations during 2018, depending on customer demand, all of which will be financed. We also expect to make capital expenditures for recurring items such as computers, shop tools and equipment and vehicles of approximately $20.0 million to $25.0 million during 2018.

 

We are currently constructing a facility in Denton, Texas with a remaining cost of $8.6 million. The construction project will continue through 2018.

 

On November 30, 2017, we announced that our Board of Directors authorized the repurchase, from time to time, of up to an aggregate of $40.0 million shares of Class A Common Stock and/or Class B Common Stock. Repurchases, if any, will be made at times and in amounts as we deem appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with federal securities laws. The actual timing, number and value of repurchases under the stock repurchase program will be determined by management at its discretion and will depend on a number of factors, including market conditions, stock price and other factors, including those related to the ownership requirements of our dealership agreements with Peterbilt. The stock repurchase program expires on November 29, 2018, and may be suspended or discontinued at any time.

 

 

We anticipate funding the capital expenditures for the improvement and expansion of existing facilities and recurring expenses through our operating cash flows. We have the ability to fund the construction or purchase of new facilities through our operating cash flows or by financing.

 

We have no other material commitments for capital expenditures as of December 31, 2017. However, we will continue to purchase vehicles for our lease and rental operations and authorize capital expenditures for the improvement or expansion of our existing dealership facilities and construction or purchase of new facilities based on market opportunities.

 

Cash Flows

 

Cash and cash equivalents increased by $42.5 million during the year ended December 31, 2017, compared to the year ended December 31, 2016, and increased by $17.2 million during the year ended December 31, 2016, compared to the year ended December 31, 2015. The major components of these changes are discussed below.

 

Cash Flows from Operating Activities

 

Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital. During 2017, operating activities resulted in net cash provided by operations of $152.7 million. Net cash provided by operating activities primarily consisted of $172.1 million in net income, as well as non-cash adjustments related to depreciation and amortization of $158.0 million, deferred income tax benefit of $62.2 million and stock-based compensation of $15.6 million. Cash used in operating activities included an aggregate of $130.8 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities were cash inflows of $19.4 million from the net increase in borrowings on floor plan (trade), $21.1 million from the increases in accounts payable and accrued liabilities, and $8.9 million from the increase in customer deposits which were offset by cash outflows of $29.4 million from an increase in accounts receivable, $147.5 million from the increase in inventory, $3.2 million from the increase in other current assets. The majority of commercial vehicle inventory is financed through our floor plan credit agreements.

 

During 2016, operating activities resulted in net cash provided by operations of $521.2 million. Net cash provided by operating activities primarily consisted of $40.6 million in net income, as well as non-cash adjustments related to depreciation and amortization of $157.6 million, impairment of assets of $8.2 million, deferred income taxes of $8.3 million and stock-based compensation of $12.9 million. See Note 20 of the Notes to Consolidated Financial Statements for a detailed discussion of the impairment of assets. Cash used in operating activities included an aggregate of $295.0 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities were cash inflows of $1.7 million from a decrease in accounts receivable, $291.8 million from decreases in inventory, $31.7 million from the decrease in other current assets and $4.0 million from the net increase in borrowings on floor plan (trade), which were offset by cash outflows of $4.0 million from a decrease in customer deposits, and $22.6 million from decreases in accounts payable and accrued liabilities.

 

In June 2012, we entered into a wholesale financing agreement with Ford Motor Credit Company that provides for the financing of, and is collateralized by, our Ford new vehicle inventory. This wholesale financing agreement bears interest at a rate of Prime plus 150 basis points minus certain incentives and rebates; however, the prime rate is defined to be a minimum of 3.75%. As of December 31, 2017, the interest rate on the wholesale financing agreement was 5.25% before considering the applicable incentives. As of December 31, 2017, we had an outstanding balance of approximately $82.0 million under the Ford Motor Credit Company wholesale financing agreement.

 

Cash Flows from Investing Activities

 

During 2017, cash used in investing activities was $206.6 million. Cash flows used in investing activities consist primarily of cash used for capital expenditures. Capital expenditures of $211.8 million consisted primarily of $55.9 million for purchases of property and equipment and improvements to our existing dealership facilities and $155.9 million for additional units for our rental and leasing operations. Purchases of additional units for our rental and leasing operations are directly offset by borrowings of long-term debt. We expect to purchase or lease commercial vehicles worth approximately $165.0 million to $190.0 million for our leasing operations in 2018, depending on customer demand, all of which will be financed. During 2018, we expect to make capital expenditures for recurring items such as computers, shop equipment and vehicles of $20.0 million to $25.0 million.

 

 

During 2016, cash used in investing activities was $189.4 million. Cash flows used in investing activities consist primarily of cash used for capital expenditures. Capital expenditures of $197.0 million consisted primarily of $67.0 million for purchases of property and equipment and improvements to our existing dealership facilities and $130.0 million for additional units for the rental and leasing operations.

 

Cash Flows from Financing Activities

 

Cash flows provided by financing activities include borrowings and repayments of long-term debt and net payments of floor plan notes payable. During 2017, we used $96.3 million for financing activities. The cash outflows consisted primarily of $157.5 million used for principal repayments of long-term debt and capital lease obligations, $112.3 million used for net payments on floor plan notes payable (non-trade), and $33.8 million used to purchase 974,690 shares of Rush Class B common stock during 2017. These cash outflows were partially offset by borrowings of $152.6 million of long-term debt for the purchase of additional units for our rental and leasing operations and $23.3 million from the issuance of shares related to equity compensation plans.

 

During 2016, we used $314.6 million for financing activities. The cash outflows consisted primarily of $188.4 million used for principal repayments of long-term debt and capital lease obligations, $211.8 million used for net payments on floor plan notes payable (non-trade), and $43.5 million used to purchase 934,171 shares of Rush Class A common stock and 1,033,834 shares of Rush Class B common stock during 2016. These cash outflows were partially offset by borrowings of $121.2 million of long-term debt and $8.3 million from the issuance of shares related to equity compensation plans. The borrowings of long-term debt were related to purchasing units for the rental and leasing operations.

 

Most of our commercial vehicle purchases are made on terms requiring payment to the manufacturer within 15 days or less from the date the commercial vehicles are invoiced from the factory. We financed the majority of all new commercial vehicle inventory and the loan value of our used commercial vehicle inventory under the Floor Plan Credit Agreement. The Floor Plan Credit Agreement includes an aggregate loan commitment of $875.0 million. Borrowings under the Floor Plan Credit Agreement bear interest at an annual rate equal to (A) the greater of (i) zero and (ii) three month LIBOR rate, determined on the last day of the prior month, plus (B) 1.51% and are payable monthly. In addition, we are required to pay a monthly working capital fee equal to 0.16% per annum multiplied by the amount of voluntary prepayments of new and used inventory loans. Loans under the Floor Plan Credit Agreement for the purchase of used inventory are limited to $150.0 million. We may terminate the Floor Plan Credit Agreement at any time, although if we do so we must pay a prepayment processing fee equal to 1.0% of the aggregate revolving loan commitments if such termination occurs on or prior to July 1, 2018 or $500,000 if such termination occurs after July 1, 2018 and prior to June 30, 2019, subject to specified limited exceptions. On December 31, 2017, we had approximately $656.1 million outstanding under the Floor Plan Credit Agreement. The average daily outstanding borrowings under the Floor Plan Credit Agreement were $558.4 million during the year ended December 31, 2017. We utilize our excess cash on hand to pay down our outstanding borrowings under the Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to our gross interest expense under the Floor Plan Credit Agreement.

 

Navistar Financial Corporation and Peterbilt offer trade terms that provide an interest-free inventory stocking period for certain new commercial vehicles.  If the commercial vehicle is not sold within the interest-free period, we then finance the commercial vehicle under the Floor Plan Credit Agreement. 

 

Cyclicality

 

Our business is dependent on a number of factors including general economic conditions, fuel prices, interest rate fluctuations, credit availability, environmental and other government regulations and customer business cycles. Unit sales of new commercial vehicles have historically been subject to substantial cyclical variation based on these general economic conditions. According to data published by A.C.T. Research, in recent years, total U.S. retail sales of new Class 8 commercial vehicles have ranged from a low of approximately 97,000 in 2009, to a high of approximately 253,000 in 2015. Through geographic expansion, concentration on higher margin Aftermarket Products and Services and diversification of our customer base, we have attempted to reduce the negative impact of adverse general economic conditions or cyclical trends affecting the Class 8 commercial vehicle industry on our earnings.

 

Off-Balance Sheet Arrangements

 

Other than operating leases, we do not have any obligation under any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, that has or is reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. A summary of our operating lease obligations by fiscal year is included in the “Contractual Obligations” section below.

 

 

Contractual Obligations 

 

We have certain contractual obligations that will impact both our short and long-term liquidity. At December 31, 2017, such obligations were as follows (in thousands):

 

   

Payments Due by Period

 

Contractual Obligations

 


Total

   

Less than 1
year

   

1-3
years

   

3-5
years

   

More than
5 years

 
   

(in thousands)

 

Long-term debt obligations (1)

  $ 611,527     $ 145,139     $ 284,985     $ 146,084     $ 35,319  

Capital lease obligations(2)

    83,141       17,119       36,093       23,377       6,552  

Operating lease obligations(3)

    42,624       9,519       12,611       5,238       15,256  

Floor plan debt obligation

    778,561       778,561                    

Interest obligations (4) 

    79,219       44,374       25,841       8,282       722  

Purchase obligations (5)

    12,636       9,531       1,888       944        

Total

  $ 1,607,435     $ 1,004,243     $ 327,320     $ 183,925     $ 57,849  

 

(1)          Refer to Note 8 of Notes to Consolidated Financial Statements.

 

(2)          Refer to Note 10 of Notes to Consolidated Financial Statements. Amounts include interest.

 

(3)          Refer to Note 10 of Notes to Consolidated Financial Statements.

 

(4)         In computing interest expense, we used our weighted average interest rate outstanding on fixed rate debt to estimate our interest expense on fixed rate debt. We used our weighted average variable interest rate on outstanding variable rate debt at December 31, 2017, and added 0.25 percent per year to estimate our interest expense on variable rate debt.

 

(5)          Purchase obligations represent non-cancelable contractual obligations at December 31, 2017, related to our construction contract for a facility in Denton, Texas and our contract with SAP America, Inc. with respect to the software license agreement for the Enterprise Resource Planning software platform (“ERP Platform”) that we use.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Market risk represents the risk of loss that may impact the financial position, results of operations, or cash flows of the Company due to adverse changes in financial market prices, including interest rate risk, and other relevant market rate or price risks.

 

We are exposed to market risk through interest rates related to our floor plan financing agreements, the Working Capital Facility, variable rate real estate debt and discount rates related to finance sales. The majority of floor plan debt and variable rate real estate debt is based on LIBOR. As of December 31, 2017, we had floor plan borrowings and variable interest rate real estate debt of approximately $874.7 million. Assuming an increase or decrease in LIBOR of 100 basis points, annual interest expense could correspondingly increase or decrease by approximately $8.7 million.

 

In the past, we invested in interest-bearing short-term investments consisting of investment-grade auction rate securities classified as available-for-sale. Auctions for investment grade securities held by us have failed. The auction rate securities continue to pay interest in accordance with the terms of the underlying security; however, liquidity will be limited until there is a successful auction or until such time as other markets for these investments develop. As of December 31, 2017, we hold auction rate securities, with underlying tax-exempt municipal bonds that mature in 2030, that have a fair value of $6.4 million. Given the current market conditions in the auction rate securities market, if we determine that the fair value of these securities temporarily decreases by an additional 10%, our equity could correspondingly decrease by approximately $640,000. If it is determined that the fair value of these securities is other-than-temporarily impaired by 10%, we could record a loss on our Consolidated Statements of Income of approximately $640,000. For further discussion of the risks related to our auction rate securities, see Note 9 – Financial Instruments and Fair Value of the Notes to Consolidated Financial Statements.

 

 

Item 8. Financial Statements and Supplementary Data

 

 

Report of Independent Registered Public Accounting Firm

42

 

 

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

74

 

 

Consolidated Balance Sheets as of December 31, 2017 and 2016

43

 

 

Consolidated Statements of Income for the Years Ended December 31, 2017, 2016 and 2015

44

 

 

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015

45

 

 

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016 and 2015

46

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015

47

 

 

Notes to Consolidated Financial Statements

48

 

 

Report of Independent Registered Public Accounting Firm

 


The Shareholders and the Board of Directors of Rush Enterprises, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Rush Enterprises, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated March 1, 2018, expressed an unqualified opinion thereon.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Ernst & Young LLP

 

We have served as the Company’s auditor since 2002.

 

San Antonio, Texas

 

March 1, 2018

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Shares and Per Share Amounts)

 

 

   

December 31,

   

December 31,

 
   

2017

   

2016

 
                 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 124,541     $ 82,026  

Accounts receivable, net

    183,875       156,199  

Note receivable affiliate

    11,914       10,166  

Inventories, net

    1,033,294       840,304  

    Prepaid expenses and other

    11,969       8,798  

    Assets held for sale

    9,505       13,955  

Total current assets

    1,375,098       1,111,448  

Investments

    6,375       6,231  

Property and equipment, net

    1,159,595       1,135,805  

Goodwill, net

    291,391       290,191  

Other assets, net

    57,680       59,372  

Total assets

  $ 2,890,139     $ 2,603,047  
                 

Liabilities and shareholders’ equity

               

Current liabilities:

               

Floor plan notes payable

  $ 778,561     $ 646,945  

Current maturities of long-term debt

    145,139       130,717  

Current maturities of capital lease obligations

    17,119       14,449  

Liabilities directly associated with assets held for sale

          783  

Trade accounts payable

    107,906       97,844  

Customer deposits

    27,350       18,418  

Accrued expenses

    96,132       83,974  

Total current liabilities

    1,172,207       993,130  

Long-term debt, net of current maturities

    466,389       472,503  

Capital lease obligations, net of current maturities

    66,022       70,044  

Other long-term liabilities

    9,837       7,214  

Deferred income taxes, net

    135,311       197,331  

Shareholders’ equity:

               

Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2017 and 2016

           

Common stock, par value $.01 per share; 60,000,000 Class A shares and 20,000,000 Class B shares authorized; 31,345,116 Class A shares and 8,469,247 Class B shares outstanding in 2017; and 30,007,088 Class A shares and 9,245,447 Class B shares outstanding in 2016

    454       438  

Additional paid-in capital

    348,044       309,127  

Treasury stock, at cost: 934,171 class A shares and 4,625,181 class B shares in 2017 and 934,171 class A shares and 3,650,491 class B shares in 2016

    (120,682 )     (86,882 )

Retained earnings

    812,557       640,428  

Accumulated other comprehensive loss, net of tax

          (286 )

Total shareholders’ equity

    1,040,373       862,825  

Total liabilities and shareholders’ equity

  $ 2,890,139     $ 2,603,047  

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

 

 

   

Year Ended December 31,

 
   

2017

   

2016

   

2015

 
                         

Revenues:

                       

New and used commercial vehicle sales

  $ 2,993,015     $ 2,640,019     $ 3,360,808  

Aftermarket products and services sales

    1,471,266       1,332,356       1,382,447  

Lease and rental

    217,356       208,154       199,867  

Finance and insurance

    17,988       18,582       21,150  

Other

    14,257       15,503       15,461  

    Total revenue

    4,713,882       4,214,614       4,979,733  

Cost of products sold:

                       

New and used commercial vehicle sales

    2,766,461       2,463,124       3,138,754  

Aftermarket products and services sales

    934,394       851,438       879,141  

Lease and rental

    183,091       182,040       176,891  

    Total cost of products sold

    3,883,946       3,496,602       4,194,786  

Gross profit

    829,936       718,012       784,947  

Selling, general and administrative

    631,053       587,778       619,268  

Depreciation and amortization

    50,069       51,261       43,859  

Gain (loss) on sale of assets

    (105 )     1,755       (544 )

Operating income

    148,709       80,728       121,276  

Interest income (expense):

                       

Interest income

    891       621       490  

Interest expense

    (13,201 )     (14,900 )     (13,963 )

    Total interest expense, net

    12,310       14,279       13,473  

Income before taxes

    136,399       66,449       107,803  

Income tax (benefit) provision

    (35,730 )     25,867       41,750  

Net income

  $ 172,129     $