rusha20230930

rusha20230930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _______________________

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	(I.R.S. Employer Identification No.)
incorporation or organization)

555 I.H. 35 South, Suite 500

New Braunfels, Texas 78130

(Address of principal executive offices)

(Zip Code)

(830) 302-5200

(Registrant’s telephone number, including area code)

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, every Interactive Data File required to be submitted 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 such files).

Yes ☑ No ☐

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

Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐	Smaller Reporting company ☐

			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☑

Indicated below is the number of shares outstanding of each of the issuer’s classes of common stock, as of October 31, 2023.

		Number of Shares
Title of Class		Outstanding
Class A Common Stock, $.01 Par Value		61,599,412
Class A Common Stock, $.01 Par Value		17,890,941

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	RUSHA	NASDAQ Global Select Market
Class B Common Stock, $0.01 par value	RUSHB	NASDAQ Global Select Market

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION			Page

	Item 1.	Financial Statements

		Consolidated Balance Sheets - September 30, 2023 (unaudited) and December 31, 2022	3

		Consolidated Statements of Income - For the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	4

		Consolidated Statements of Comprehensive Income - For the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	5

		Consolidated Statements of Shareholders’ Equity – For the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	6

		Consolidated Statements of Cash Flows - For the Nine Months Ended September 30, 2023 and 2022 (unaudited)	8

		Notes to Consolidated Financial Statements (unaudited)	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

	Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	28

	Item 1A.	Risk Factors	28

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

	Item 3.	Defaults Upon Senior Securities	28

	Item 4.	Mine Safety Disclosures	28

	Item 5.	Other Information	29

	Item 6.	Exhibits	29

SIGNATURES			30

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Shares)

	September 30,			December 31,
	2023			2022
	(unaudited)
Assets
Current assets:
Cash, cash equivalents and restricted cash	$	191,988		$	201,044
Accounts receivable, net		263,480			220,651
Inventories, net		1,671,623			1,429,429
Prepaid expenses and other		18,690			16,619
Total current assets		2,145,781			1,867,743
Property and equipment, net		1,474,662			1,368,594
Operating lease right-of-use assets, net		107,406			102,685
Goodwill, net		416,420			416,363
Other assets, net		73,784			65,681
Total assets	$	4,218,053		$	3,821,066

Liabilities and shareholders’ equity
Current liabilities:
Floor plan notes payable	$	1,121,490		$	933,203
Current maturities of long-term debt		104,778			−
Current maturities of finance lease obligations		36,128			29,209
Current maturities of operating lease obligations		15,892			15,003
Trade accounts payable		177,142			171,717
Customer deposits		102,900			116,240
Accrued expenses		161,786			163,302
Total current liabilities		1,720,116			1,428,674
Long-term debt, net of current maturities		202,824			275,433
Finance lease obligations, net of current maturities		103,513			93,483
Operating lease obligations, net of current maturities		93,193			89,029
Other long-term liabilities		23,856			19,455
Deferred income taxes, net		155,468			151,970
Shareholders’ equity:
Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2023 and 2022		–			–
Common stock, par value $.01 per share; 105,000,000 Class A shares and 35,000,000 Class B shares authorized; 62,053,249 Class A shares and 17,989,388 Class B shares outstanding in 2023; and 63,518,042 Class A shares and 18,124,627 Class B shares outstanding in 2022		804			572
Additional paid-in capital		533,648			500,642
Treasury stock, at cost: 266,519 Class A shares and 105,924 Class B shares in 2023; and 1,626,777 Class A shares and 1,112,446 Class B shares in 2022		(16,169	)		(130,930	)
Retained earnings		1,385,646			1,378,337
Accumulated other comprehensive income (loss)		(4,317	)		(4,130	)
Total Rush Enterprises, Inc. shareholders’ equity		1,899,612			1,744,491
Noncontrolling interest		19,471			18,531
Total shareholders’ equity		1,919,083			1,763,022
Total liabilities and shareholders’ equity	$	4,218,053		$	3,821,066

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

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Revenues
New and used commercial vehicle sales	$	1,235,767	$	1,142,201	$	3,648,286	$	3,176,175
Aftermarket products and services sales		643,623

SEC Form 10-Q filed by Rush Enterprises Inc.