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Dynamic quotes 
OFFON

RUSH ENTERPRISES, INC.

(RUSHB)
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RUSH ENTERPRISES INC TX Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

11/05/2021 | 03:07pm EST
Certain statements contained in this Form 10-Q (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, as well as statements regarding
the effects COVID-19 may have on our business and financial results. 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" in
the Company's Annual Report on Form 10-K for the year ended December 31, 2020,
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-Q, 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.



The following comments should be read in conjunction with the Company's consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

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. 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.
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.



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 our 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, 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 22
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 repairs 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.



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The COVID-19 Pandemic and Its Impact on Our Business




Our dealership network has remained operational since the beginning of the
COVID-19 pandemic. While the COVID-19 pandemic is not over, business conditions
have improved significantly since the second quarter of 2020. However, our
industry continues to be impacted by supply chain issues generally believed to
be attributable to the COVID-19 pandemic that are negatively affecting new
commercial vehicle production and the availability of aftermarket parts.



Commercial Vehicle Sales



All of the commercial vehicle manufacturers that we represent resumed operations
following any COVID-19 related shutdowns in 2020. However, supply chain delays
related to commercial vehicle components have forced some of the manufacturers
we represent to temporarily cease production at times and will limit the
commercial vehicle industry's ability to meet demand for commercial vehicles
throughout the remainder of 2021 and into 2022. The decrease in the supply of
new commercial vehicles has resulted in increased demand for used commercial
vehicles.


Aftermarket Products and Services




With respect to our parts, service and collision center (collectively,
"Aftermarket Products and Services") departments, with some minor exceptions,
our parts supply chain has remained relatively uninterrupted and our parts sales
are back to pre-pandemic levels. We believe that the investments we made over
the years with respect to our aftermarket strategic initiatives enabled us to
mitigate some of the impact of the COVID-19 pandemic on our Aftermarket Products
and Service business. However, with respect to parts availability going forward,
we are dependent on our manufacturers and future production levels of certain
parts and components are uncertain at this time. Although the supply chain
disruptions are only impacting a small percentage of the parts we sell, any
delay we experience in receiving a part has a corresponding delay in our
completion of services on the commercial vehicle for which the part was ordered.



Rental and Leasing Operations




With respect to our rental and leasing operations, in 2020, we allowed certain
credit-worthy customers serving industries that were dramatically impacted by
the COVID-19 pandemic to skip up to three months of lease payments and either
extend the lease term by three months or increase the remaining payments to keep
the same lease term.  These customers have resumed payments. Revenues from our
rental and leasing operations are back to pre-pandemic levels.



Liquidity



As of September 30, 2021, we had $259.7 million in cash. For further discussion
of our liquidity, see the Liquidity and Capital Resources discussion set forth
herein.



Outlook



A.C.T. Research Co., LLC ("A.C.T. Research"), a commercial vehicle industry data
and forecasting service provider, currently forecasts new U.S. Class 8 retail
truck sales to be 228,500 units in 2021, which would represent a 16.8% increase
compared to 2020. While demand for new commercial vehicles is currently strong,
we believe that component supply chain issues will continue to delay production,
pushing new Class 8 truck deliveries into 2022, and negatively impacting our new
Class 8 truck sales in the fourth quarter of this year. In addition, we have
been informed by our manufacturers that production of commercial vehicles in
2022 will be allocated to all of their dealers based on historical purchases.
While we do not yet know our allocation for 2022, we believe that our allocation
of commercial vehicles will not be less than the number of commercial vehicles
we expect to sell in 2021.



We expect our market share of new Class 8 truck sales to range between 5.0% and
5.2% in 2021. This market share percentage would result in the sale of
approximately 11,400 to 11,900 of new Class 8 trucks in 2021, based on A.C.T.
Research's current U.S. retail sales estimate of 228,500 units.



With respect to new U.S. Class 4 through 7 retail commercial vehicle sales,
A.C.T. Research currently forecasts sales to be 251,000 units in 2021, which
would represent an 8.2% increase compared to 2020.  We expect our market share
of new Class 4 through 7 commercial vehicle sales to range between 4.0% and 4.3%
in 2021. This market share percentage would result in the sale of approximately
10,000 to 10,800 of new Class 4 through 7 commercial vehicles in 2021, based on
A.C.T. Research's current U.S. retail sales estimates of 251,000 units.



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We expect to sell approximately 1,600 light-duty vehicles and approximately 7,200 to 7,400 used commercial vehicles in 2021. We expect lease and rental revenue to increase 5% to 7% during 2021, compared to 2020.




While parts supply chain constraints are expected to negatively impact the
Aftermarket Products and Services industry for the remainder of 2021, we do not
believe these constraints will have a significant overall effect on our
Aftermarket Products and Services revenues. We believe our Aftermarket Products
and Services revenues will increase 10% to 12% in 2021, compared to 2020.



In October 2021, we acquired an independent parts and service facility in
Victorville, California that will be converted into a full service Peterbilt
dealership. We also plan to acquire a full-service Hino and Isuzu dealership in
Elk Grove, Illinois in November 2021. Additionally, on September 7, 2021, we
entered into an agreement with certain subsidiaries and affiliates of The Summit
Truck Group ("Summit") to acquire full-service commercial vehicle dealerships
and Idealease franchises in Arkansas, Kansas, Mississippi, Missouri, Oklahoma,
Tennessee and Texas. The acquisition includes Summit's dealerships representing
International, IC Bus, Idealease, Isuzu and other commercial vehicle
manufacturers. The closing of the transaction is subject to, amongst other
things, manufacturers' approval, various regulatory approvals and the
satisfaction of the closing conditions set forth in the asset purchase
agreement, but we expect the transaction to close in December 2021. We do not
expect to ultimately own Summit's dealerships in Oklahoma or Mississippi.



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 net realizable value. Cost is
determined by specific identification of new and used commercial vehicle
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.



GoodwillGoodwill 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.



                                       17
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Goodwill was tested for impairment during the fourth quarter of 2020 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 would generally
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.



Revenue Recognition



Effective January 1, 2018, we adopted ASU 2014-09, "Revenue from Contracts with
Customers ("Topic 606")," using the modified retrospective transition method.
This standard applies to all contracts with customers, except for contracts that
are within the scope of other standards, such as leases, insurance,
collaboration arrangements and financial instruments. Under Topic 606, we
recognize revenue when our customer obtains control of promised goods or
services, in an amount that reflects the consideration which we expect to
receive in exchange for those goods or services. To determine revenue
recognition for arrangements that we determine are within the scope of Topic
606, we perform the following five steps: (i) identify the contract with a
customer; (ii) identify the performance obligations in the contract; (iii)
determine the transaction price; (iv) allocate the transaction price to the
performance obligations in the contract; and (v) recognize revenue when (or as)
we satisfy a performance obligation. We only apply the five-step model to
contracts when it is probable that we will collect the consideration we are
entitled to in exchange for the goods or services we transfer to the
customer. At contract inception, once the contract is determined to be within
the scope of Topic 606, we assess the goods or services promised within each
contract and determine those that are performance obligations. We then assess
whether each promised good or service is distinct and recognize as revenue the
amount of the transaction price that is allocated to the respective performance
obligation when (or as) the performance obligation is satisfied.



                                       18
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Leases



We lease commercial vehicles and real estate under finance and operating leases.
We determine whether an arrangement is a lease at its inception. For leases with
terms greater than twelve months, we record a lease asset and liability at the
present value of lease payments over the term. Many of our leases include
renewal options and termination options that are factored into our determination
of lease payments when appropriate.



When available, we use the rate implicit in the lease to discount lease payments
to present value; however, most of our leases do not provide a readily
determinable implicit rate. Therefore, we must estimate our incremental
borrowing rate to discount the lease payments based on information available at
lease commencement.



We lease commercial vehicles that we own to customers. Lease and rental revenue
is recognized over the period of the related lease or rental agreement. Variable
rental revenue is recognized when it is earned.



Allowance for Credit Losses



All trade receivables are reported on the consolidated balance sheet at their
cost basis adjusted for any write-offs and net of allowances for credit losses.
We maintain allowances for credit losses, which represent an estimate of
expected losses over the remaining contractual life of our receivables after
considering current market conditions and estimates for supportable forecasts,
when appropriate. The estimate is a result of our ongoing assessments and
evaluations of collectability, historical loss experience, and future
expectations in estimating credit losses in each of our receivable portfolios
(commercial vehicle receivables, manufacturers' receivables, parts and service
receivables, leasing receivables and other trade receivables). For trade
receivables, we use the probability of default and our historical loss
experience rates by portfolio and apply them to a related aging analysis while
also considering customer and/or economic risk where appropriate. Determination
of the proper amount of allowances by portfolio requires management to exercise
judgment about the timing, frequency and severity of credit losses that could
materially affect the provision for credit losses and, as a result, net
earnings. The allowances take into consideration numerous quantitative and
qualitative factors that include receivable type, historical loss experience,
collection experience, current economic conditions, estimates for supportable
forecasts (when appropriate) and credit risk characteristics.



Results of Operations


The following discussion and analysis includes our historical results of operations for the three months and nine months ended September 30, 2021 and 2020.

The following table sets forth certain financial data as a percentage of total revenues for the periods indicated:



                                            Three Months Ended          Nine Months Ended
                                               September 30,              September 30,
                                             2021          2020          2021         2020
Revenue
New and used commercial vehicle sales           57.6 %       60.4 %         59.6 %      59.4 %
Aftermarket products and services sales         36.6         34.0           34.8        34.8
Lease and rental sales                           4.9          4.9            4.8         5.1
Finance and insurance                            0.5          0.5            0.5         0.4
Other                                            0.4          0.2            0.3         0.3
Total revenues                                 100.0        100.0          100.0       100.0
Cost of products sold                           77.7         82.0           79.1        81.6
Gross profit                                    22.3         18.0           20.9        18.4
Selling, general and administrative             14.2         13.2           14.1        14.3
Depreciation and amortization                    1.0          1.2            1.1         1.3
Gain on sale of assets                           0.0          0.0            0.0         0.1
Operating income                                 7.1          3.6            5.7         2.9
Other income                                     0.2          0.2            0.1         0.1
Interest expense, net                            0.0          0.1            0.0         0.2
Income before income taxes                       7.3          3.7            5.8         2.8
Provision for income taxes                       1.8          0.8            1.3         0.7
Net income                                       5.5 %        2.9 %          4.5 %       2.1 %




                                       19
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The following table sets forth for the periods indicated the percent of gross
profit by revenue source:



                                            Three Months Ended          Nine Months Ended
                                               September 30,              September 30,
                                             2021          2020          2021         2020
Gross Profit:
New and used commercial vehicle sales           25.8 %       25.2 %         27.7 %      23.8 %
Aftermarket products and services sales         64.5         66.8           63.2        68.6
Lease and rental                                 5.6          3.9            4.9         3.6
Finance and insurance                            2.4          2.7            2.6         2.4
Other                                            1.7          1.4            1.6         1.6
Total gross profit                             100.0 %      100.0 %        100.0 %     100.0 %




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



                                  Three Months Ended                         Nine Months Ended
                                    September 30,                              September 30,
                          2021          2020         % Change        2021          2020         % Change
Vehicle unit sales:
New heavy-duty
vehicles                    2,537         2,584           -1.8 %       8,486         7,528           12.7 %
New medium-duty
vehicles                    2,792         2,941           -5.1 %       7,951         8,538           -6.9 %
New light-duty
vehicles                      361           283           27.6 %       1,228           804           52.7 %
Total new vehicle
unit sales                  5,690         5,808           -2.0 %      17,665        16,870            4.7 %
Used vehicles               1,712         2,055          -16.7 %       5,730         5,381            6.5 %
Vehicle revenues:
New heavy-duty
vehicles                $   376.2$   370.8            1.5 %   $ 1,261.1$ 1,129.3           11.7 %
New medium-duty
vehicles                    230.4         247.5           -6.9 %       644.9         683.2           -5.6 %
New light-duty
vehicles                     16.4          12.1           35.5 %        56.2          34.8           61.5 %
Total new vehicle
revenue                 $   623.0$   630.4           -1.2 %   $ 1,986.2$ 1,847.3            6.2 %
Used vehicle revenue    $   103.0$    76.2           35.2 %   $   303.9$   202.7           49.9 %
Other vehicle
revenues:(1)            $     3.3$     5.2          -36.5 %   $     8.2$    10.4          -21.2 %
Absorption ratio:           134.0 %       119.4 %         12.2 %       128.7 %       114.6 %         12.3 %

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




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 our Aftermarket Products and Services 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 134.0% absorption ratio for the third
quarter of 2021 compared to a 119.4% absorption ratio for the third quarter of
2020.


Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020




Revenues



Total revenues increased $88.0 million, or 7.5%, in the third quarter of 2021, compared to the third quarter of 2020.




Our Aftermarket Products and Services revenues totaled $463.0 million in the
third quarter of 2021, up 15.7% from the third quarter of 2020. This increase
was primarily due to the overall continued recovery of the national economy and
strong demand for aftermarket parts and services.



                                       20
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Revenues from sales of new and used commercial vehicles increased $17.6 million,
or 2.5%, in the third quarter of 2021, compared to the third quarter of 2020.
This increase was also primarily due to the continued recovery of the national
economy, which has led to strong freight rates throughout the country and strong
demand for commercial vehicles.



We sold 2,537 new Class 8 trucks in the third quarter of 2021, a 1.8% decrease
compared to 2,584 new Class 8 trucks sold in the third quarter of 2020. Our new
Class 8 truck sales were negatively impacted by industry-wide new truck
production constraints. According to A.C.T. Research, retail sales in the U.S.
Class 8 truck market increased 2.5% in the third quarter of 2021, compared to
the third quarter of 2020.



We sold 2,792 new Class 4 through 7 medium-duty commercial vehicles, including
410 buses, in the third quarter of 2021, a 5.1% decrease compared to 2,941 new
medium-duty commercial vehicles, including 429 buses, in the third quarter of
2020. Our third quarter 2021 new Class 4 through 7 commercial vehicle sales were
negatively impacted by industry-wide new truck production constraints. A.C.T.
Research estimates that unit sales of new Class 4 through 7 commercial vehicles
in the U.S. decreased approximately 2.2% in the third quarter of 2021, compared
to the third quarter of 2020.


We sold 361 light-duty vehicles in the third quarter of 2021, a 27.6% increase compared to 283 light-duty vehicles sold in the third quarter of 2020.




We sold 1,712 used commercial vehicles in the third quarter of 2021, a 16.7%
decrease compared to 2,055 used commercial vehicles in the third quarter of
2020. Demand for used commercial vehicles remained strong in the third quarter
of 2021, driven in large part by production delays for new Class 8 trucks,
however, the number of used commercial vehicles we will be able to sell depends
on our ability to acquire quality used commercial vehicle inventory. We believe
used truck values will decrease when new truck production increases; however, we
believe demand for used trucks will remain strong through 2021 and into 2022.



Commercial vehicle lease and rental revenues increased $4.8 million, or 8.2%, in
the third quarter of 2021, compared to the third quarter of 2020. The increase
is primarily due to increased rental fleet utilization and strong demand for
vehicles to lease, which is partly due to the limited supply of new commercial
vehicles.



Finance and insurance revenues increased $1.2 million, or 21.6%, in the third
quarter of 2021, compared to the third quarter of 2020. We expect finance and
insurance revenues to fluctuate proportionately with our new and used commercial
vehicle sales in 2021. Finance and insurance revenues have limited direct costs
and, therefore, contribute a disproportionate share of our operating profits.



Gross Profit



Gross profit increased $69.8 million, or 32.9%, in the third quarter of 2021,
compared to the third quarter of 2020. Gross profit as a percentage of sales
increased to 22.3% in the third quarter of 2021, from 18.0% in the third quarter
of 2020. This increase in gross profit as a percentage of sales is a result of
widespread increased gross margins across all of our operations.



Gross margins from our Aftermarket Products and Services operations increased to
39.3% in the third quarter of 2021, from 35.4% in the third quarter of 2020,
which is primarily related to the increase in parts rebates from parts suppliers
and increases in parts list pricing by the manufacturers we represent, which
lead to increased margins on parts sales with respect to inventory acquired
prior to the manufacturers' price increases, compared to the third quarter of
2020. Gross profit for the Aftermarket Products and Services departments
increased to $182.2 million in the third quarter of 2021, from $141.9 million in
the third quarter of 2020. Historically, gross margins on parts sales range from
27% to 28% and gross margins on service and collision center operations range
from 67% to 68%. Gross profits from parts sales represented 62.4% of total gross
profit for Aftermarket Products and Services operations in the third quarter of
2021 and 58.8% in the third quarter of 2020. Service and collision center
operations represented 37.6% of total gross profit for Aftermarket Products and
Services operations in the third quarter of 2021 and 41.2% in the third quarter
of 2020.



Gross margins on new Class 8 truck sales increased to 8.7% in the third quarter
of 2021, from 7.8% in the third quarter of 2020. This increase is primarily due
to strong demand for Class 8 trucks and the mix of purchasers during the third
quarter of 2021. In 2021, we expect overall gross margins from new Class 8 truck
sales of approximately 8.0% to 9.0%.



Gross margins on new Class 4 through 7 commercial vehicle sales increased to
8.0% in the third quarter of 2021, from 5.9% in the third quarter of 2020. This
increase is primarily due to the mix of purchasers during the third quarter of
2021. For 2021, we expect overall gross margins from new medium-duty commercial
vehicle sales of approximately 6.5% to 7.5%, but this will largely depend upon
the mix of purchasers and types of vehicles sold.



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Gross margins on used commercial vehicle sales increased to 19.7% in the third
quarter of 2021, from 12.0% in the third quarter of 2020. This increase in
margins in the third quarter of 2021 was primarily due to the increase in used
truck values due to strong demand for used commercial vehicles. The lower
margins that we recognized in 2020 were due to weak demand for used trucks in
early 2020 caused by the beginning of the COVID-19 pandemic and the write-down
of used truck inventory values to account for extremely weak market conditions
at that time. We expect margins on used commercial vehicles to be approximately
12% to 16% for the remainder of 2021.



Gross margins from truck lease and rental sales increased to 25.1% in the third
quarter of 2021, from 14.4% in the third quarter of 2020. This increase is
primarily related to increased rental fleet utilization and changes to the way
we finance commercial vehicles for our lease and rental fleet. In the third
quarter of 2021, we entered into a credit agreement with Wells Fargo Bank, N.A.
in the amount of $250.0 million (the "WF Credit Agreement") that allows us to
finance a portion of our Idealease lease and rental fleet through a general
borrowing facility. The interest associated with the WF Credit Agreement is
recorded in interest expense on the financial statements and was $1.2 million in
the third quarter of 2021. Prior to the WF Credit Agreement, interest expense
associated with our Idealease lease and rental fleet was recorded in cost of
sales as the borrowings were directly related to each lease and rental vehicle.
This change in presentation of interest expense will result in increased gross
margins from our Idealease truck lease and rental sales. In October of 2021, we
entered into a similar credit agreement with PACCAR Leasing Company ("PLC") in
the amount of $300.0 million for our PacLease lease and rental fleet. Our policy
is to depreciate our lease and rental fleet using a straight-line method over
each customer's contractual lease term. Each lease unit is depreciated to a
residual value that approximates fair value at the expiration of the lease term.
This policy results in us 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 $24.4 million,
or 15.7%, in the third quarter of 2021, compared to the third quarter of 2020.
This increase resulted from increased personnel expense and increased selling
expense, compared to 2020. SG&A expenses as a percentage of total revenues
increased to 14.2% in the third quarter of 2021, from 13.2% in the third quarter
of 2020. Annual SG&A expenses as a percentage of total revenues have ranged from
12.4% to 14.0% over the last five years. For 2021, we expect SG&A expenses as a
percentage of total revenues to range from 13.0% to 14.0%, due to the increase
in revenues from sales of new and used commercial vehicles and Aftermarket
Products and Services. For 2021, we expect 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 $1.3 million, or 8.9%, in the third quarter of 2021, compared to the third quarter of 2020.



Interest Expense, Net



Net interest expense decreased $0.8 million, or 74.3%, in the third quarter of
2021, compared to the third quarter of 2020. This decrease was primarily due to
the decrease in floorplan liability related to lower commercial vehicle
inventory levels, the product mix of our commercial vehicle inventory and the
reduction in our real estate debt. During the third quarter of 2021, a higher
portion of our vehicle inventory was from commercial vehicle manufacturers that
were offering more favorable floorplan terms than in the third quarter of 2020.



Income before Income Taxes



As a result of the factors described above, income before income taxes increased
$47.9 million, or 109.1%, in the third quarter of 2021, compared to the third
quarter of 2020.



Income Taxes



Income taxes increased $12.5 million, or 124.7%, in the third quarter of 2021,
compared to the third quarter of 2020. We provided for taxes at a 24.75%
effective rate in the third quarter of 2021 and 22.7% in the third quarter of
2020. We expect our effective tax rate to be approximately 23.0% to 24.0% of
pretax income in 2021.



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Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020




Unless otherwise stated below, our variance explanations and future expectations
with regard to the items discussed in this section are set forth in the
discussion of the Three Months Ended September 30, 2021 Compared to Three Months
Ended September 30, 2020.



Revenues


Total revenues increased $346.6 million, or 10.0%, in the first nine months of 2021, compared to the first nine months of 2020.

Aftermarket Products and Services revenues increased $118.5 million, or 9.8%, in the first nine months of 2021, compared to the first nine months of 2020.

Revenues from the sales of new and used commercial vehicles increased $214.0 million, or 10.4%, in the first nine months of 2021, compared to the first nine months of 2020.




We sold 8,486 new Class 8 heavy-duty trucks during the first nine months of
2021, a 12.7% increase compared to 7,528 new Class 8 heavy-duty trucks in the
first nine months of 2020. According to A.C.T. Research, new U.S. Class 8 truck
sales increased 22.6% in the first nine months of 2021, compared to the first
nine months of 2020.



We sold 7,951 new Class 4 through 7 medium-duty commercial vehicles, including
788 buses, during the first nine months of 2021, a 6.9% decrease compared to
8,538 new Class 4 through 7 medium-duty commercial vehicles, including 853
buses, in the first nine months of 2020. New Class 4 through 7 commercial
vehicle sales in the first nine months of 2021 were negatively impacted by new
truck production constraints on the manufacturers we represent. A.C.T. Research
estimates that unit sales of new Class 4 through 7 commercial vehicles,
including buses, in the U.S increased approximately 11.6% in the first nine
months of 2021, compared to the first nine months of 2020.



We sold 1,228 new light-duty commercial vehicles during the first nine months of
2021, a 52.7% increase compared to 804 light-duty commercial vehicles in the
first nine months of 2020.


We sold 5,730 used commercial vehicles during the first nine months of 2021, a 6.5% increase compared to 5,381 used commercial vehicles in the first nine months of 2020.

Truck lease and rental revenues increased $6.3 million, or 3.6%, in the first nine months of 2021, compared to the first nine months of 2020.

Finance and insurance revenues increased $5.7 million, or 37.6%, in the first nine months of 2021, compared to the first nine months of 2020.



Gross Profit



Gross profit increased $158.6 million, or 24.8%, in the first nine months of
2021, compared to the first nine months of 2020. Gross profit as a percentage of
sales increased to 20.9% in the first nine months of 2021, from 18.4% in the
first nine months of 2020.



Gross margins from our Aftermarket Products and Services operations increased to
38.1% in the first nine months of 2021, from 36.4% in the first nine months of
2020. Gross profit for the Aftermarket Products and Services departments was
$504.5 million in the first nine months of 2021, compared to $438.8 million in
the first nine months of 2020. Gross profits from parts sales represented 61.0%
of total gross profit for Aftermarket Products and Services operations in the
first nine months of 2021 and 59.3% in the first nine months of 2020. Service
and collision center operations represented 39.0% of total gross profit for
Aftermarket Products and Services operations in the first nine months of 2021
and 40.7% in the first nine months of 2020.



Gross margins on new Class 8 truck sales were 8.9% in the first nine months of 2021 and 8.1% in the first nine months of 2020.

Gross margins on new Class 4 through 7 medium-duty commercial vehicle sales increased to 7.5% in the first nine months of 2021, from 6.0% in the first nine months of 2020.




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Gross margins on used commercial vehicle sales increased to 18.4% in the first nine months of 2021, from 8.0% in the first nine months of 2020.

Gross margins from truck lease and rental sales increased to 21.3% in the first nine months of 2021, from 12.9% in the first nine months of 2020.

Selling, General and Administrative Expenses

SG&A expenses increased $42.8 million, or 8.6%, in the first nine months of 2021, compared to the first nine months of 2020. SG&A expenses equaled 14.2% of total revenue in the first nine months of 2021, and 14.3% in the first nine months of 2020.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased $3.0 million, or 6.9%, in the first nine months of 2021, compared to the first nine months of 2020.



Interest Expense, Net


Net interest expense decreased $7.5 million, or 93.0%, in the first nine months of 2021, compared to the first nine months of 2020.



Income before Income Taxes


Income before income taxes increased $125.1 million, or 127.5%, in the first nine months of 2021, compared to the first nine months of 2020.



Provision for Income Taxes



Income taxes increased $26.2 million, or 108.1%, in the first nine months of
2021, compared to the first nine months of 2020. We provided for taxes at a
23.0% rate in the first nine months of 2021 and a 24.7% rate in the first nine
months of 2020.


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 September 30, 2021, we
had working capital of approximately $405.3 million, including $259.7 million in
cash, available to fund our operations. We believe that these funds, together
with expected cash flows from operations, are sufficient to meet our operating
requirements for at least the next twelve months. From time to time, we utilize
our excess cash on hand to pay down our outstanding borrowings under our floor
plan credit agreement with BMO Harris Bank N.A. ("BMO Harris") (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.



We have a secured line of credit that provides for a maximum borrowing of $15.0
million. There were no advances outstanding under this secured line of credit at
September 30, 2021, however, $11.9 million was pledged to secure various letters
of credit related to self-insurance products, leaving $3.1 million available for
future borrowings as of September 30, 2021.



Our long-term debt, floor plan financing agreements and the WF Credit Agreement
require us to satisfy various financial ratios such as the leverage ratio, the
asset coverage ratio and the fixed charge coverage ratio. As of September 30,
2021, we were in compliance with all debt covenants related to debt secured by
lease and rental units, our floor plan credit agreements and the WF Credit
Agreement. We do not anticipate any breach of the covenants in the foreseeable
future.



We expect to purchase or lease commercial vehicles worth approximately $150.0
million to $180.0 million for our leasing operations during 2021, depending on
customer demand, most 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 $30.0 million to $35.0 million during 2021.



                                       24
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During the third quarter of 2021, we paid a cash dividend of $10.6 million.
Additionally, on October 20, 2021, our Board of Directors declared a cash
dividend of $0.19 per share of Class A and Class B Common Stock, to be paid on
December 10, 2021, to all shareholders of record as of November 8, 2021. The
total dividend disbursement is estimated at approximately $10.6 million. We
expect to continue paying cash dividends on a quarterly basis. However, there is
no assurance as to future dividends because the declaration and payment of such
dividends is subject to the business judgment of our Board of Directors and will
depend on historic and projected earnings, capital requirements, covenant
compliance and financial conditions and such other factors as our Board of
Directors deem relevant.



On December 8, 2020, we announced that our Board of Directors approved a new
stock repurchase program authorizing management to repurchase, from time to
time, up to an aggregate of $100.0 million of our shares of Class A Common Stock
and/or Class B Common Stock. In connection with the adoption of the new stock
repurchase plan, we terminated the prior stock repurchase plan, which was
scheduled to expire on December 31, 2020. 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. As of September 30, 2021, we had repurchased $23.8 million of our
shares of common stock under the current stock repurchase program. The current
stock repurchase program expires on December 31, 2021, 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.



On September 7, 2021, we entered into an Asset Purchase Agreement to acquire
substantially all of the assets and assume certain liabilities of Summit Truck
Group, LLC, a Texas limited liability company, and certain of its subsidiaries
and affiliates (collectively, "Summit"), which assets are currently used in the
conduct of commercial vehicle sales, leasing, rental, parts and service business
operated by Summit at its dealership facilities located in Arkansas, Kansas,
Mississippi, Missouri, Oklahoma, Tennessee and Texas. We estimate that the
purchase price, including goodwill, but excluding any real property, will be
approximately $223.0 million. At the closing, we anticipate that we will finance
approximately $114.0 million of the purchase price. In connection with the
transaction, we also anticipate purchasing certain real property of the Seller
for approximately $60.0 million pursuant to one or more real property purchase
agreements. We do not expect to ultimately own Summit's dealerships located in
Oklahoma or Mississippi.



We have no other material commitments for capital expenditures as of September
30, 2021. 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 decreased by $52.4 million during the nine months
ended September 30, 2021 and increased by $77.9 million during the nine months
ended September 30, 2020. 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 the first nine
months of 2021, operating activities resulted in net cash provided by operations
of $438.6 million. Net cash provided by operating activities primarily consisted
of $172.8 million in net income, as well as non-cash adjustments related to
depreciation and amortization of $126.7 million, stock-based compensation of
$18.3 million and the benefit for deferred income tax expense of $23.0 million.
Cash provided by operating activities included an aggregate of $148.2 million
net change in operating assets and liabilities. Included in the net change in
operating assets and liabilities were cash inflows of $147.3 million from the
decrease in inventories, $23.2 million from the decrease in accounts receivable
and $16.7 million from the increase in accounts payable, which was offset by
cash outflows of $8.4 million from decreases in accrued liabilities and $30.4
million from the decrease in customer deposits. The majority of our commercial
vehicle inventory is financed through our floor plan credit agreements.



During the first nine months of 2020, operating activities resulted in net cash
provided by operations of $590.5 million. Net cash provided by operating
activities primarily consisted of $73.9 million in net income, as well as
non-cash adjustments related to depreciation and amortization of $134.0 million,
stock-based compensation of $15.5 million and the benefit for deferred income
tax expense of $11.6 million. Cash provided by operating activities included an
aggregate of $384.3 million net change in operating assets and liabilities.
Included in the net change in operating assets and liabilities were cash inflows
of $439.2 million from the decrease in inventories, $28.0 million from the
decrease in accounts receivable and $7.4 million from the decrease in other
assets and $3.0 million from the increase in accrued liabilities, which was
offset by cash outflows of $24.9 million from decreases in accounts payables,
$62.3 million from the net decrease in floor plan, trade and $6.1 million from
the decrease in customer deposits.



                                       25
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Cash Flows from Investing Activities




During the first nine months of 2021, cash used in investing activities was
$121.4 million. Cash flows used in investing activities consists primarily of
cash used for capital expenditures. Capital expenditures were $122.3 million
during the first nine months of 2021 and consisted primarily of purchases of
property and equipment and improvements to our existing dealership facilities.
Property and equipment purchases during the first nine months of 2021 included
$88.0 million for additional units for the rental and leasing operations.



During the first nine months of 2020, cash used in investing activities was
$98.9 million. Cash flows used in investing activities consists primarily of
cash used for capital expenditures. Capital expenditures were $107.8 million
during the first nine months of 2020 and consisted primarily of purchases of
property and equipment and improvements to our existing dealership facilities.
Property and equipment purchases during the first nine months of 2020 included
$75.6 million for additional units for the rental and leasing operations, which
were directly offset by borrowings of long-term debt.



Cash Flows from Financing Activities




Cash flows from financing activities include borrowings and repayments of
long-term debt and net proceeds of floor plan notes payable, non-trade. During
the first nine months of 2021, financing activities resulted in net cash used in
financing of $369.6 million, primarily related to $157.4 million from net
payments on floor plan notes payable, non-trade, $232.8 million used for
principal repayments of long-term debt and capital lease obligations, $21.7
million used for repurchases of common stock and $30.5 million used for payment
of cash dividends. These cash outflows were offset by cash inflows of $6.4
million from the issuance of shares related to equity compensation plans and
borrowings of $66.4 million of long-term debt. The borrowings of long-term debt
were primarily related to purchasing units for the rental and leasing
operations.



During the first nine months of 2020, financing activities resulted in net cash
used in financing of $413.6 million, primarily related to $320.3 million from
net payments on floor plan notes payable, non-trade, $212.2 million used for
principal repayments of long-term debt and capital lease obligations, $22.4
million used for repurchases of common stock and $14.7 million used for payment
of cash dividends. These cash outflows were offset by cash inflows of $16.1
million from the issuance of shares related to equity compensation plans and
borrowings of $139.9 million of long-term debt. The borrowings of long-term debt
were primarily related to purchasing units for our rental and leasing
operations.



On September 14, 2021, we entered into the WF Credit Agreement with the Lenders
signatory thereto (the "WF Lenders") and Wells Fargo Bank, National Association
("WF"), as Administrative Agent (in such capacity, the "WF Agent"). Pursuant to
the terms of the WF Credit Agreement, the WF Lenders have agreed to make up to
$250.0 million of revolving credit loans for certain of our capital
expenditures, including commercial vehicle purchases for our Idealease leasing
and rental fleet, and general working capital needs. We expect to use the
revolving credit loans available under the WF Credit Agreement primarily for the
purpose of purchasing commercial vehicles for our Idealease lease and rental
fleet. We may borrow, repay and reborrow loans from time to time until the
maturity date. Borrowings under the WF Credit Agreement bear interest per annum,
payable on each interest payment date, as defined in the WF Credit Agreement, at
(A) the daily simple secured overnight financing rate ("SOFR") rate plus (i)
1.25% or (ii) 1.5%, depending on our consolidated leverage ratio or (B) on or
after the term SOFR transition date, the term SOFR rate plus (i) 1.25% or (ii)
1.5%, depending on our consolidated leverage ratio. The WF Credit Agreement
expires on September 14, 2024, although, upon the occurrence and during the
continuance of an event of default, the WF Agent has the right to, or upon the
request of the required lenders must, terminate the commitments and declare all
outstanding principal and interest due and payable. We may terminate the
commitments at any time.



On October 1, 2021, we entered into that certain Amended and Restated Inventory
Financing and Purchase Money Security Agreement with PLC, a division of PACCAR
Financial Corp. (the "PLC Agreement"). Pursuant to the terms of the PLC
Agreement, PLC agreed to make up to $300 million of revolving credit loans to
finance certain of our capital expenditures, including commercial vehicle
purchases and other equipment to be leased or rented through our PacLease
franchises. We may borrow, repay and reborrow loans from time to time until the
maturity date, provided, however, that the outstanding principal amount on any
date shall not exceed the borrowing base. Advances under the PLC Agreement bear
interest per annum, payable on the fifth day of the following month, at our
option, at either (A) the prime rate, minus 1.55%, provided that the floating
rate of interest is subject to a floor of 0%, or (B) a fixed rate, to be
determined between us and PLC in each instance of borrowing at a fixed rate. The
PLC Agreement expires on October 1, 2025, although either party has the right to
terminate the PLC Agreement at any time upon 180 days written notice. If we
terminate the PLC Agreement prior to October 1, 2025, then all payments will be
deemed to be voluntary prepayments subject to a potential prepayment premium.



                                       26
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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. On September 14, 2021, we entered into the Fifth
Amended and Restated Floor Plan Credit Agreement with BMO Harris Bank N.A. and
the lenders signatory thereto (the Floor Plan Credit Agreement). Prior to the
Floor Plan Credit Agreement, we financed the majority of all new commercial
vehicle inventory and the loan value of our used commercial vehicle inventory
under the Fourth Amended and Restated Floor Plan Credit Agreement with BMO
Harris Bank N.A. and the majority of such financings will continue to occur
under the Floor Plan Credit Agreement. The Floor Plan Credit Agreement includes
an aggregate loan commitment of $1.0 billion. Borrowings under the Floor Plan
Credit Agreement bear interest at an annual rate equal to (A) the greater of (i)
zero and (ii) one month LIBOR rate, determined on the last day of the prior
month, plus (B) 1.10% and are payable monthly. Loans under the Floor Plan Credit
Agreement for the purchase of used inventory are limited to $150.0 million and
loans for working capital purposes are limited to $200.0 million. The Floor Plan
Credit Agreement expires September 14, 2026, although BMO Harris has the right
to terminate at any time upon 360 days written notice and we may terminate at
any time, subject to specified limited exceptions. On September 30, 2021, we had
approximately $333.7 million outstanding under the Floor Plan Credit Agreement.
The average daily outstanding borrowings under the Floor Plan Credit Agreement
were $376.8 million during the nine months ended September 30, 2021. 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 period for certain new commercial vehicles. This
interest-free period is generally 15 to 60 days. If the commercial vehicle is
not sold within the interest-free period, we then finance the commercial vehicle
under the Floor Plan Credit Agreement.



Backlog



On September 30, 2021, our backlog of commercial vehicle orders was
approximately $2,720.2 million, compared to a backlog of commercial vehicle
orders of approximately $1,067.3 million on September 30, 2020. 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 September 30, 2021, and we are uncertain of when we will fill our backlog
orders due to the current supply chain delays.



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.



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 110,000 in 2010, to a high of approximately 281,440 in 2019.
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.



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 collision center
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.



                                       27

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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
third­party 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.  For example, in June 2020, the
California Air Resources Board adopted a final rule that is intended to phase
out the sale of diesel-powered commercial vehicles over time by requiring a
certain percentage of each manufacturer's commercial vehicles sold within the
state to be "zero-emission vehicles," or "near-zero emission vehicles," starting
in model year 2024. In addition, in July 2020, a group of fifteen U.S. states
and the District of Columbia entered into a joint memorandum of understanding
that commits each of them to work together to advance and accelerate the market
for electric Class 3 through 8 commercial vehicles. Three of the states that
signed are states where we operate new commercial vehicle dealerships:
California, Colorado and North Carolina. The signatories to the memorandum all
agreed on a goal of ensuring that 100% of new Class 3 through 8 commercial
vehicles are zero emission, with an interim target of 30% zero emission by 2030.
Attaining these goals would likely require the adoption of new laws and
regulations and we cannot predict at this time whether such laws and regulations
would have an adverse impact on our business.



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, which could materially
adversely affect our results of operations, financial condition or cash flows.
In addition, such laws could affect demand for the products that we sell.

© Edgar Online, source Glimpses

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