What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-10 · 286 added, 182 removed, 496 unchanged (49% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2024, AND DECEMBER 31, 2023

(In Thousands, Except Shares)

2 unchanged sentences

Accounts receivable, net

Note receivable, affiliate

Notes receivable from affiliate

Inventories, net

32 unchanged sentences

Retained earnings

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Total Rush Enterprises, Inc.

9 unchanged sentences

Three Months Ended

Six Months Ended

New and used commercial vehicle sales

10 unchanged sentences

Depreciation and amortization expense

Gain on sale of assets

Gain (loss) on sale of assets

Operating income

Other income, net

Other (expense) income

Interest expense, net

10 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Comprehensive income

Comprehensive income (loss) attributable to noncontrolling interest

Comprehensive income attributable to noncontrolling interest

Comprehensive income attributable to Rush Enterprises, Inc.

6 unchanged sentences

Shareholders’

Noncontrolling

Shareholders’

10 unchanged sentences

Balance, March 31, 2024

Stock options exercised and stock awards

Stock-based compensation related to stock options, restricted shares and employee stock purchase plan

Vesting of restricted share awards

Issuance of common stock under employee stock purchase plan

Common stock repurchases

Cash dividends declared on Class A common stock

Cash dividends declared on Class B common stock

Foreign currency translation adjustment

Balance, June 30, 2024

Comprehensive

Shareholders’

Noncontrolling

Shareholders’

10 unchanged sentences

Balance, March 31, 2023

Stock options exercised and stock awards

Stock-based compensation related to stock options, restricted shares and employee stock purchase plan

Vesting of restricted share awards

Issuance of common stock under employee stock purchase plan

Common stock repurchases

Cash dividends declared on Class A common stock

Cash dividends declared on Class B common stock

Foreign currency translation adjustment

Balance, June 30, 2023

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

3 unchanged sentences

(In Thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Gain on sale of property and equipment

Stock-based compensation expense related to employee stock options and employee stock purchases

Provision for deferred income tax expense

Change in accounts receivable, net

Gain on sale of property and equipment, net

Stock-based compensation expense related to employee equity awards and employee stock purchases

Deferred income tax expense

Change in accounts and notes receivable, net

Change in inventories, net

3 unchanged sentences

Change in accrued expenses

Net cash (used) provided by operating activities

Net cash provided by operating activities

Cash flows from investing activities:

1 unchanged sentence

Proceeds from the sale of property and equipment

Business acquisition, net of cash acquired

Net cash used in investing activities

4 unchanged sentences

Principal payments on finance lease obligations

Proceeds from issuance of shares related to employee stock options and employee stock purchases

Proceeds from issuance of shares relating to equity awards and employee stock purchases

Taxes paid related to net share settlement of equity awards

2 unchanged sentences

Net cash provided by financing activities

Net (decrease) increase in cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Effect of exchange rate on cash

4 unchanged sentences

Income taxes, net of refunds

Noncash investing and financing activities:

Noncash activities:

Assets acquired under finance leases

11 unchanged sentences

Results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim periods or the full fiscal year.

Restricted Cash

Restricted cash consists of deposits for the statutory restriction on cash related to the Company’s captive insurance company of $ 3.1 million as of March 31, 2024.

On July 25, 2023, the Board of Directors of the Company declared a 3 -for- 2 stock split of the Company’s Class A common stock and Class B common stock, which was effected in the form of a stock dividend.

On August 28, 2023, the Company distributed one additional share of stock for every two shares of Class A common stock, par value $ 0.01 per share, and Class B common stock, par value $ 0.01 per share, held by shareholders of record as of August 7, 2023.

All share and per share data in this Form 10-Q have been adjusted and restated to reflect the stock split as if it occurred on the first day of the earliest period presented.

Authorized Shares

On May 16, 2023, the Company’s shareholders approved the Certificate of Amendment to the Restated Articles of Incorporation of the Company to increase the number of authorized shares of Class A Common Stock from 60,000,000 to 105,000,000 and Class B Common Stock from 20,000,000 to 35,000,000 .

On July 25, 2023, the Company’s Board of Directors declared a three -for- two stock split with respect to both the Company’s Class A and Class B common stock.

The stock split was effected in the form of a stock dividend paid on August 28, 2023, to shareholders of record as of August 7, 2023.

Holders of the Company’s common stock received an additional one-half share for each share of common stock held as of the record date.

All share and per share data in this Form 10-Q have been adjusted to reflect the stock split as if it occurred on the first day of the earliest period presented.

Foreign Currency Transactions

7 unchanged sentences

However, an uninsured or partially insured claim, or claim for which indemnification is not available, could have a material adverse effect on the Company’s financial condition or results of operations.

As of March 31, 2024, the Company believes that there are no pending claims or litigation, individually or in the aggregate, that are reasonably likely to have a material adverse effect on its financial position or results of operations.

As of June 30, 2024, the Company believes that there are no pending claims or litigation, individually or in the aggregate, that are reasonably likely to have a material adverse effect on its 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 the Company’s financial condition or results of operations for the fiscal period in which such resolution occurred.

3 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share information):

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

Three Months Ended

Six Months Ended

Numerator for basic and diluted earnings per share – Net income available to common shareholders

Denominator for basic earnings per share – weighted average shares outstanding

Effect of dilutive securities–

Employee and director stock options and restricted share awards

Effect of dilutive securities– Employee stock options and restricted stock awards

Denominator for diluted earnings per share – adjusted weighted average shares outstanding and assumed conversions

1 unchanged sentence

Diluted earnings per common share and common share equivalents

Options to purchase shares of common stock that were outstanding for the three months ended March 31, 2024 and 2023 that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive are as follows (in thousands):

Options to purchase shares of common stock that were outstanding for the three months and six months ended June 30, 2024, and 2023, that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive, are as follows (in thousands):

Three Months Ended

Weighted average anti-dilutive options

Six Months Ended

Weighted average anti-dilutive stock options

4 – Stock Options and Restricted Stock Awards

1 unchanged sentence

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718-10, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to the Company’s employees and directors, including employee stock options, restricted stock awards and employee stock purchases related to the Employee Stock Purchase Plan, based on estimated fair values.

Stock-based compensation expense, calculated using the Black-Scholes option-pricing model for employee stock options, and included in selling, general and administrative expense, was $ 14.1 million for the three months ended March 31, 2024, and $ 13.1 million for the three months ended March 31, 2023.

As of March 31, 2024, the Company had $ 17.6 million of unrecognized compensation expense related to non-vested employee stock options to be recognized over a weighted-average period of 2.5 years and $ 22.8 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.6 years.

Stock-based compensation expense, calculated using the Black-Scholes option-pricing model for employee stock options and included in selling, general and administrative expense, was $ 5.5 million for the three months ended June 30, 2024, and $ 6.0 million for the three months ended June 30, 2023.

Stock-based compensation expense, included in selling, general and administrative expense, was $ 19.6 million for the six months ended June 30, 2024, and was $ 19.0 million for the six months ended June 30, 2023.

As of June 30, 2024, the Company had $ 15.9 million of unrecognized compensation cost related to non-vested employee stock options to be recognized over a weighted-average period of 2.5 years and $ 20.0 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.5 years.

5 – Financial Instruments and Fair Value

2 unchanged sentences

The carrying values of the Company’s financial instruments approximate fair value due either to their short-term nature or existence of variable interest rates, which approximate market rates.

Certain methods and assumptions were used by the Company in estimating the fair value of financial instruments as of March 31, 2024, and December 31, 2023.

Certain methods and assumptions were used by the Company in estimating the fair value of financial instruments as of June 30, 2024, and December 31, 2023.

The carrying value of current assets and current liabilities approximates the fair value due to the short maturity of these items.

The fair value of the Company’s long-term debt is based on secondary market indicators.

Because the Company’s debt is not quoted, estimates are based on each obligation’s characteristics, including remaining maturities, variable interest rate, credit rating, collateral and liquidity.

Because the Company’s debt is not quoted, estimates are based on each obligation’s characteristics, including remaining maturities, variable interest rates, credit rating, collateral and liquidity.

Accordingly, the Company concluded that the valuation measurement inputs of its long-term debt represent, at its lowest level, current market interest rates available to the Company for similar debt and the Company’s current credit standing.

11 unchanged sentences

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

The Company evaluates performance based on income before income taxes, not including extraordinary items.

The following table contains summarized information about reportable segment revenues, segment income or loss from continuing operations and segment assets for the periods ended March 31, 2024 and 2023 (in thousands):

As of and for the three months ended March 31, 2024

The Company evaluates its performance based on income before income taxes, not including extraordinary items.

As of and for the three months ended June 30, 2024

Revenues from external customers

Segment operating income (loss)

Segment income (loss) before taxes

Segment operating income

Segment income before taxes

Segment assets

As of and for the three months ended March 31, 2023

For the six months ended June 30, 2024

Revenues from external customers

1 unchanged sentence

Segment income before taxes

As of and for the three months ended June 30, 2023

Revenues from external customers

Segment operating income

Segment income before taxes

Segment assets

For the six months ended June 30, 2023

Revenues from external customers

Segment operating income

Segment income before taxes

7 – Income Taxes

The Company had unrecognized income tax benefits totaling $ 6.7 million as a component of accrued liabilities as of March 31, 2024 and December 31, 2023, the total of which, if recognized, would impact the Company’s effective tax rate.

The Company had unrecognized income tax benefits totaling $ 6.7 million and $ 5.3 million as a component of accrued liabilities as of June 30, 2024 and December 31, 2023, the total of which, if recognized, would impact the Company’s effective tax rate.

An unfavorable settlement would require a charge to income tax expense and a favorable resolution would be recognized as a reduction to income tax expense.

The Company recognizes interest accrued related to unrecognized tax benefits in income tax expense.

The Company had approximately $ 389,000 accrued for the payment of interest as of March 31, 2024 and December 31, 2023.

The Company had approximately $ 389,000 accrued for the payment of interest as of June 30, 2024 and December 31, 2023.

No amounts were accrued for penalties.

The Company does not anticipate a significant change in the amount of unrecognized tax benefits in the next 12 months.

As of December 31, 2023, the tax years ended December 31, 2020 through 2023 remained subject to audit by federal tax authorities and the tax years ended December 31, 2019 through 2023, remained subject to audit by state tax authorities.

As of June 30, 2024, the tax years ended December 31, 2020 through 2023 remained subject to audit by federal tax authorities, and the tax years ended December 31, 2019 through 2023, remained subject to audit by state tax authorities.

The Company’s non-lease and rental revenues are primarily generated from the sale of finished products to customers.

Those sales predominantly contain a single delivery element and revenue from such sales is recognized when the customer obtains control, which is typically when the finished product is delivered to the customer.

Those sales predominantly contain a single delivery element and revenues from such sales are recognized when the customer obtains control, which is typically when the finished product is delivered to the customer.

The Company’s material revenue streams have been identified as the following:

the sale of new and used commercial vehicles, the arrangement of associated commercial vehicle financing and insurance contracts, the performance of commercial vehicle repair services and the sale of commercial vehicle parts.

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.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

The following table summarizes the Company’s disaggregated revenue by revenue source, excluding lease and rental revenue, for the three months ended March 31, 2024 and 2023 (in thousands):

The following table summarizes the Company’s disaggregated revenue by revenue source, excluding lease and rental revenue, for the three months and six months ended June 30, 2024 and 2023 (in thousands):

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Commercial vehicle sales revenue

5 unchanged sentences

All of the Company's performance obligations and associated revenues are generally transferred to customers at a point in time.

The Company did not have any material contract assets or contract liabilities on the balance sheet as of March 31, 2024.

Revenues related to commercial vehicle sales, parts sales, commercial vehicle repair service, finance and most other revenues are related to the Truck Segment.

The Company did not have any material contract assets or contract liabilities on the balance sheet as of June 30, 2024.

Revenues related to commercial vehicle sales, parts sales, commercial vehicle repair service, finance and the majority of other revenues are related to the Truck Segment.

Lease of Vehicles as Lessor

The Company primarily leases commercial vehicles that the Company owns to customers primarily over periods of one to ten years.

The Company primarily leases commercial vehicles that the Company owns to customers over periods of one to ten years.

The Company does not separate lease and nonlease components.

5 unchanged sentences

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.

Lease and rental income during the three months ended March 31, 2024 and March 31, 2023 consisted of the following (in thousands):

Lease and rental income during the three and six months ended June 30, 2024 and June 30, 2023 consisted of the following (in thousands):

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Minimum rental payments

Nonlease payments

10 – Accumulated Other Comprehensive Income (Loss)

10 – Accumulated Other Comprehensive Income

The following table shows the components of accumulated other comprehensive income (loss) (in thousands):

2 unchanged sentences

Balance as of March 31, 2024

Foreign currency translation adjustment

Balance as of June 30, 2024

The functional currency of the Company’s foreign subsidiary, RTC Canada, is its local currency.

Results of operations of RTC Canada are translated into USD using the average exchange rates monthly during the year.

Results of operations of RTC Canada are translated into USD using the monthly average exchange rates during the year.

The assets and liabilities of RTC Canada are translated into USD using the exchange rates in effect on the balance sheet date.

11 unchanged sentences

Provision for

June 30, 2024

Commercial vehicle receivables

2 unchanged sentences

Other receivables

12 – Acquisition

The following acquisition, unless otherwise noted, was considered a business combination accounted for under ASC 805 “Business Combinations.” Pro forma information is not included in accordance with ASC 805 since the acquisition was not considered material.

12 – Acquisitions

The following acquisitions, unless otherwise noted, were considered business combinations accounted for under ASC 805 “Business Combinations.” Pro forma information was not included in accordance with ASC 805 because the acquisitions were not considered material.

On December 4, 2023, the Company acquired certain assets of Freeway Ford Truck Sales, Inc., which included real estate and a Ford commercial vehicle franchise in Chicago, Illinois, along with commercial vehicle and parts inventory.

The transaction was valued at approximately $ 16.3 million, with the purchase price paid in cash.

On July 15, 2024, the Company acquired certain assets of Nebraska Peterbilt, which included real estate and a Peterbilt commercial vehicle franchise in Grand Island and North Platte, Nebraska, along with commercial vehicle and parts inventory.

The transaction was valued at approximately $ 16.5 million, with the purchase price paid in cash.

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

31 unchanged sentences

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, Blue Bird and Dennis Eagle.

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.

11 unchanged sentences

Class 8 retail truck sales to be 228,700 units in 2024, which would represent a 15.8% decrease compared to 2023.

As anticipated, our Class 8 new truck sales in the first quarter were down significantly from the same time period in 2023, due to the previously anticipated industry downturn in new Class 8 truck sales caused by new truck production having caught up to the pent-up market demand and persistent low freight rates and high interest rates.

We expect our new Class 8 truck sales in the second quarter to be better than our results in the first quarter.

As anticipated, we experienced healthy sales growth in the second quarter, compared to the first quarter, due primarily to the timing of deliveries to certain large customers and continued strong demand from vocational fleets.

We expect vocational sales to remain strong in the third quarter.

However, we also expect that new U.S.

3 unchanged sentences

This market share percentage would result in the sale of approximately 13,000 to 14,000 new Class 8 trucks in 2024.

We expect to sell approximately 550 new Class 8 trucks in Canada in 2024.

Additionally, we expect to sell approximately 450 new Class 8 trucks in Canada in 2024.

With respect to new U.S.

1 unchanged sentence

Research currently forecasts sales to be 262,000 units in 2024, which would represent a 3.7% increase compared to 2023.

As we look forward, new Class 4 through 7 commercial vehicle production is still somewhat constrained, but we believe it will continue to improve, and we expect demand to remain steady as customers replace older equipment with new vehicles.

Currently, we believe Class 4 through 7 commercial vehicle sales will improve in the second quarter compared to the first quarter and remain strong for the remainder of the year.

As we look forward, production continues to increase and delivery lead times have improved.

However, we continue to monitor delays at body manufacturers that could impact deliveries to customers.

Currently, we believe Class 4 through 7 commercial vehicle sales in third quarter will be consistent with our second quarter results.

We expect our U.S.

1 unchanged sentence

This market share percentage would result in the sale of approximately 13,000 to 14,000 new Class 4 through 7 commercial vehicles in 2024.

We expect to sell approximately 500 new Class 5 through 7 commercial vehicles in Canada in 2024.

We expect to sell approximately 1,800 to 2,000 light-duty vehicles and approximately 6,500 to 7,500 used commercial vehicles in 2024, and we expect lease and rental revenue to increase approximately 3% during 2024, compared to 2023.

With respect to our parts, service, and collision center (collectively referred to herein as “Aftermarket Products and Services”) operations, we expect that the sluggish freight market, persistent inflation and high interest rates will continue to negatively impact our over-the-road customers, including both small carriers and larger fleets.

In the second quarter of 2024, we expect demand for Aftermarket Parts and Services will remain consistent with the first quarter.

We believe that the current freight recession will continue to negatively impact our customers until at least late 2024.

Despite the challenging operating environment, we believe that the strategic decisions we made several years ago to diversify our customer base and focus on supporting large national fleets, along with our current efforts to reduce expenses across all areas of the company, will allow us to successfully navigate this difficult market cycle.

We also believe that our Aftermarket Products and Services revenues will increase between 1% and 5% in 2024, compared to 2023.

Additionally, we expect to sell approximately 500 new Class 5 through 7 commercial vehicles in Canada in 2024.

We expect to sell approximately 1,800 to 2,000 light-duty vehicles and approximately 6,500 to 7,500 used commercial vehicles in 2024.

In addition, we expect lease and rental revenues to remain flat during 2024.

With respect to our parts, service, and collision center (collectively referred to herein as “Aftermarket Products and Services”) operations, we expect that the sluggish freight market and persistent high interest rates will continue to negatively impact our over-the-road customers, including both small carriers and larger fleets.

Despite the challenging operating environment that is impacting the industry, we believe that the strategic decisions we made several years ago to diversify our customer base and focus on supporting large national fleets, along with the operating expense reduction measures we undertook at the beginning of the second quarter, will allow us to successfully navigate this difficult market cycle.

We also believe that our Aftermarket Products and Services revenues will remain flat to slightly down in 2024, compared to 2023.

Critical Accounting Policies and Estimates

6 unchanged sentences

Results of Operations

The following discussion and analysis include our historical results of operations for the three months ended March 31, 2024, and 2023.

The following discussion and analysis includes our historical results of operations for the three months and six months periods ended June 30, 2024 and 2023.

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

Three Months Ended

Six Months Ended

New and used commercial vehicle sales

6 unchanged sentences

Depreciation and amortization

Gain on sale of assets

Gain (loss) on sale of assets

Operating income

Interest expense, net

Interest (income) expense, net

Income before income taxes

4 unchanged sentences

Three Months Ended

Six Months Ended

Gross Profit:

1 unchanged sentence

Aftermarket products and services sales

Lease and rental

Lease and rental sales

Finance and insurance

Total gross profit

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):

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 the absorption ratio (revenues in millions):

Three Months Ended

Six Months Ended

Vehicle unit sales:

4 unchanged sentences

Used vehicles

Vehicle revenues:

Vehicle revenue:

New heavy-duty vehicles

3 unchanged sentences

Used vehicle revenue

Other vehicle revenues:

Absorption ratio:

Other vehicle revenue (1)

Dealership absorption ratio:

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

4 unchanged sentences

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 130.1% absorption ratio for the first quarter of 2024, compared to a 136.5% absorption ratio for the first quarter of 2023.

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Total revenues decreased $39.8 million, or 2.1%, in the first quarter of 2024, compared to the first quarter of 2023.

This decrease was primarily the result of decreased demand for new Class 8 trucks and high interest rates and low freight rates that are negatively impacting our over-the-road customers, our largest customer segment.

Our Aftermarket Products and Services revenues totaled $649.2 million in the first quarter of 2024, up 0.1% from the first quarter of 2023.

The slight increase in Aftermarket Parts and Services revenues was related to the continued moderating of inflation and challenging economic conditions that are negatively impacting our over-the-road customers.

Revenues from sales of new and used commercial vehicles decreased $38.4 million, or 3.3%, in the first quarter of 2024, compared to the first quarter of 2023.

The decrease in new commercial vehicle revenues was primarily a result of decreased demand for new Class 8 trucks caused by high interest rates and production recently catching up to the pent-up demand experienced over the last couple of years.

We sold 3,494 new Class 8 trucks in the first quarter of 2024, a 20.0% decrease compared to 4,365 new Class 8 trucks sold in the first quarter of 2023.

The decrease in new Class 8 truck sales was primarily related to delayed deliveries to certain large fleet customers due to delays associated with body companies and decreased demand caused by high interest rates and production recently catching up to the pent-up demand experienced over the last couple of years.

Class 8 retail truck sales totaled 57,181 units in the first quarter of 2024, a decrease of 13.1% compared to the first quarter of 2023, according to ACT Research.

We sold 3,331 new Class 4 through 7 medium-duty commercial vehicles, including 386 buses, in the first quarter of 2024, a 9.6% increase compared to 3,038 new medium-duty commercial vehicles, including 332 buses, in the first quarter of 2023.

The increase in our new Class 4 through 7 commercial vehicle sales in the first quarter was primarily related to increased production of medium-duty commercial vehicles by the manufacturers we represent.

Class 4 through 7 retail commercial vehicle sales totaled 59,786 units in the first quarter of 2024, up 6.5% compared to the first quarter of 2023, according to ACT Research.

We sold 456 light-duty vehicles in the first quarter of 2024, a 9.5% decrease compared to 504 light-duty vehicles sold in the first quarter of 2023.

We sold 1,818 used commercial vehicles in the first quarter of 2024, an 8.0% increase compared to 1,684 used commercial vehicles in the first quarter of 2023.

We expect used commercial vehicle demand and values to remain low through 2024 due to high interest rates and anticipated low freight rates.

Commercial vehicle lease and rental revenues increased $1.2 million, or 1.4%, in the first quarter of 2024, compared to the first quarter of 2023.

The slight increase in commercial vehicle lease and rental revenues was primarily due to the delivery of new leased vehicles, as manufacturers were able to increase production, which was partially offset by a slight decrease in rental utilization.

Finance and insurance revenues decreased $1.2 million, or 17.9%, in the first quarter of 2024, compared to the first quarter of 2023.

Our commercial vehicle dealerships achieved a 134.0% absorption ratio for the second quarter of 2024 and a 139.7% absorption ratio for the second quarter of 2023.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Total revenues increased $24.0 million, or 1.2%, in the second quarter of 2024, compared to the second quarter of 2023.

This increase was primarily due to strong truck sales during the quarter.

Our Aftermarket Products and Services revenues decreased $23.7 million, or 3.6%, in the second quarter of 2024, compared to the second quarter of 2023.

The decrease in Aftermarket Parts and Services revenues was primarily a result of weaker demand caused by the ongoing freight recession and high interest rates impacting our over-the-road customers.

Revenues from sales of new and used commercial vehicles increased $49.5 million, or 4.0%, in the second quarter of 2024, compared to the second quarter of 2023.

This increase was primarily due to the timing of deliveries to certain large fleet customers and continued strong demand from vocational fleets.

We sold 4,128 new Class 8 trucks in the second quarter of 2024, a 4.0% decrease compared to 4,300 new Class 8 trucks in the second quarter of 2023.

The decrease in new Class 8 truck sales was primarily due to new truck production having caught up to the prior pent-up market demand.

We sold 3,691 new Class 4 through 7 commercial vehicles, including 343 buses, in the second quarter of 2024, a 6.2% increase compared to 3,477 new medium-duty commercial vehicles, including 462 buses, in the second quarter of 2023.

The increase in new Class 4 through 7 commercial vehicle sales was primarily a result of strong demand and increased production of commercial vehicles from the manufacturers we represent.

We sold 537 light-duty vehicles in the second quarter of 2024, an 18.8% increase compared to 452 light-duty vehicles sold in the second quarter of 2023.

We sold 1,723 used commercial vehicles in the second quarter of 2024, a 7.8% decrease compared to 1,869 used commercial vehicles sold in the second quarter of 2023.

We experienced a decline in used commercial vehicle sales year-over-year due to low freight rates, more readily available new truck alternatives and elevated interest rates.

Commercial vehicle lease and rental revenues decreased $0.9 million, or 1.0%, in the second quarter of 2024, compared to the second quarter of 2023.

This decrease in commercial vehicle lease and rental revenues was primarily a result of decreased rental vehicle utilization.

Finance and insurance revenues decreased $0.3 million, or 4.1%, in the second quarter of 2024, compared to the second quarter of 2023.

This decrease is primarily due to the mix of purchasers of commercial vehicles.

During the first quarter of 2024, most of our sales were to larger fleets, which usually arrange their own financing.

We are more likely to provide financing to owner-operators and smaller fleets, which comprised a smaller percentage of commercial vehicle sales during the first quarter of 2024.

During the second quarter of 2024, most of our sales were to larger fleets, which usually arrange their own financing.

We are more likely to provide financing to owner-operators and smaller fleets, which comprised a smaller percentage of commercial vehicle sales during the second quarter of 2024.

Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of our operating profits.

Gross profit decreased $8.9 million, or 2.2%, in the first quarter of 2024, compared to the first quarter of 2023.

Gross profit as a percentage of sales decreased to 20.8% in the first quarter of 2024, from 20.9% in the first quarter of 2023.

Gross margins from our Aftermarket Products and Services operations decreased to 36.5% in the first quarter of 2024, from 38.0% in the first quarter of 2023.

Gross profit for the Aftermarket Products and Services departments decreased to $236.9 million in the first quarter of 2024, from $246.1 million in the first quarter of 2023.

This decrease is primarily related to continued moderating of inflation and softening demand due to difficult economic conditions impacting many of our customers.

Gross profit decreased $21.5 million, or 5.2%, in the second quarter of 2024, compared to the second quarter of 2023.

Gross profit as a percentage of sales decreased to 19.4% in the second quarter of 2024, from 20.7% in the second quarter of 2023.

This decrease in gross profit as a percentage of sales is a result of a change in our product sales mix.

Commercial vehicle sales, a lower margin revenue item, increased as a percentage of total revenues to 64.1% in the second quarter of 2024, from 62.4% in the second quarter of 2023.

Aftermarket Products and Services revenues, a higher margin revenue item, decreased as a percentage of total revenues to 31.0% in the second quarter of 2024, from 32.5% in the second quarter of 2023.

Gross margins from our Aftermarket Products and Services operations decreased to 37.5% in the second quarter of 2024, from 38.1% in the second quarter of 2023.

Gross profit from our Aftermarket Products and Services operations decreased to $235.3 million in the second quarter of 2024, from $247.8 million in the second quarter of 2023.

This decrease is primarily related to decreased demand resulting from the current freight recession and high interest rates.

Historically, gross margins on parts sales range from 28% to 30% and gross margins on service and collision center operations range from 66% to 68%.

Gross profits from parts sales represented 57.5% of total gross profit for Aftermarket Products and Services operations in the first quarter of 2024 and 61.4% in the first quarter of 2023.

Service and collision center operations represented 42.5% of total gross profit for Aftermarket Products and Services operations in the first quarter of 2024 and 38.6% in the first quarter of 2023.

Gross profits from parts sales represented 58.4% of total gross profit from Aftermarket Products and Services operations in the second quarter of 2024 and 60.5% in the second quarter of 2023.

Service and collision center operations represented 38.8% of total gross profit from Aftermarket Products and Services operations in the second quarter of 2024 and 39.5% in the second quarter of 2023.

We expect blended gross margins on Aftermarket Products and Services operations to range from 36.0% to 38.0% in 2024.

Gross margins on new Class 8 truck sales decreased to 9.7% in the first quarter of 2024, from 9.8% in the first quarter of 2023.

Gross margins on new Class 8 truck sales decreased to 8.6% in the second quarter of 2024, from 10.3% in the second quarter of 2023.

This decrease was primarily due to weak demand and elevated new truck inventory valuation reserves.

In 2024, we expect overall gross margins from new heavy-duty truck sales of approximately 8.5% to 9.5%.

Gross margins on new Class 4 through 7 commercial vehicle sales increased to 9.3% in the first quarter of 2024, from 8.8% in the first quarter of 2023.

This increase was primarily due to the mix of purchasers during the first quarter of 2024.

For 2024, we expect overall gross margins from new medium-duty commercial vehicle sales of approximately 8.0% to 9.0%, but this will largely depend upon the mix of purchasers and types of vehicles sold.

Gross margins on used commercial vehicle sales increased to 21.6% in the first quarter of 2024, from 9.0% in the first quarter of 2023.

This increase was primarily due to successful execution on our used truck inventory and sales strategy.

Gross margins on used commercial vehicle sales increased to 19.2% in the second quarter of 2024, from 11.8% in the second quarter of 2023.

This increase was primarily due to the successful execution of our used truck inventory and sales strategy.

We expect margins on used commercial vehicles to range between 15.0% and 20.0% in 2024.

Gross margins from truck lease and rental sales decreased to 27.5% in the first quarter of 2024, from 30.2% in the first quarter of 2023.

This decrease is primarily related to a decrease in rental utilization rates, which have returned to historical levels as new commercial vehicle production has normalized and rental customers have purchased or leased new commercial vehicles.

Gross Margins from truck lease and rental sales decreased to 28.5% in the second quarter of 2024 from 30.5% in the second quarter of 2023.

This decrease was primarily related to lower rental utilization.

We expect gross margins from lease and rental sales of approximately 28.0% to 30.0% during 2024.

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The 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.

Gross Margins from truck lease and rental sales decreased to 28.5% in the second quarter of 2024 from 30.5% in the second quarter of 2023.

This decrease was primarily related to lower rental utilization.

We expect gross margins from lease and rental sales of approximately 28.0% to 30.0% during 2024.

We expect rental utilization to increase slightly in the third quarter and will be in line with historical utilization rates.

As the age of our leasing and rental fleet continues to decrease with new vehicle production increasing, we expect our operating costs to continue to moderate.

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.

Finance and insurance revenues and other revenues, 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 $6.9 million, or 2.7%, in the first quarter of 2024, compared to the first quarter of 2023.

This increase primarily resulted from increased personnel expense and other increased costs due to inflation, compared to the first quarter of 2023.

SG&A expenses as a percentage of total revenues increased to 14.1% in the first quarter of 2024, from 13.4% in the first quarter of 2023.

Selling, General and Administrative (“SG&A”) expenses decreased $5.3 million, or 2.1%, in the second quarter of 2024, compared to the second quarter of 2023.

This decrease primarily resulted from reductions to our operating expenses.

SG&A expenses as a percentage of total revenues decreased to 12.4% in the second quarter of 2024, from 12.8% in the second quarter of 2023.

Annual SG&A expenses as a percentage of total revenues have ranged from approximately 12.4% to 14.4% over the last five years.

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Interest Expense, Net

Net interest expense increased $7.0 million, or 63.6%, in the first quarter of 2024, compared to the first quarter of 2023.

This increase in interest expense is a result of the increase in inventory levels and rising interest rates on our variable rate debt compared to the first quarter of 2023.

We expect net interest expense in 2024 to increase compared to 2023, primarily due to increased borrowings under our credit facilities and the interest related thereto, but the amount of the increase will depend on inventory levels, interest rate fluctuations and the amount of cash available to make prepayments on our floor plan arrangements.

We expect that the amount of borrowings on our credit facilities will decline during the remainder of 2024 and that the net interest expense associated therewith will subside.

Net interest expense increased $7.2 million, or 59.1%, in the second quarter of 2024, compared to the second quarter of 2023.

This increase in interest expense is a result of an increase in our vehicle inventory levels and elevated interest rates on our variable rate debt compared to the second quarter of 2023.

We expect net interest expense in 2024, compared to 2023, to increase due to increased borrowings and interest related to our working capital lines of credit and floor plan debt, but the amount of the increase 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

As a result of the factors described above, income before income taxes decreased $26.3 million, or 22.1%, in the first quarter of 2024, compared to the first quarter of 2023.

Income taxes decreased $7.0 million, or 24.8%, in the first quarter of 2024, compared to the first quarter of 2023.

We provided for taxes at a 23.0% effective rate in the first quarter of 2024 and 23.8% in the first quarter of 2023.

As a result of the factors described above, income before income taxes decreased $25.5 million, or 19.5%, in the second quarter of 2024, compared to the second quarter of 2023.

Income taxes decreased $5.7 million, or 17.9%, in the second quarter of 2024, compared to the second quarter of 2023.

We provided for taxes at a 24.5% effective rate in the second quarter of 2024 and 24.5% in the second quarter of 2023.

We expect our effective tax rate to be approximately 24.0% to 25.0% of pretax income in 2024.

Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023

Unless otherwise stated below, our variance explanations and future expectations with regards to the items discussed in this section are set forth in the discussion of the “Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023.”

Total revenues decreased $15.8 million, or 0.4%, in the first six months of 2024, compared to the first six months of 2023.

Sales of new and used commercial vehicles increased $11.1 million, or 0.5%, in the first six months of 2024, compared to the first six months of 2023.

Aftermarket Products and Services revenues decreased $22.7 million, or 1.7%, in the first six months of 2024, compared to the first six months of 2023.

We sold 7,391 new Class 8 heavy-duty trucks in the first six months of 2024 in the United States, an 11.7% decrease compared to 8,368 new Class 8 heavy-duty trucks in the first six months of 2023.

According to A.C.T.

Research, retail sales in the U.S.

Class 8 truck market decreased 16.0% in the first six months of 2024, compared to the first six months of 2023.

We sold 231 new Class 8 heavy-duty trucks in the first six months of 2024 in Canada, a 22.2% decrease compared to 297 new Class 8 heavy-duty trucks in the first six months of 2023.

We sold 6,829 new Class 4 through 7 medium-duty commercial vehicles, including 734 buses, in the United States in the first six months of 2024.

This represented a 4.9% increase compared to 6,513 new Class 4 through 7 medium-duty commercial vehicles, including 805 buses, in the first six months of 2023.

Research estimates that unit sales of new Class 4 through 7 commercial vehicles in the U.S.

increased approximately 1.4% in the first six months of 2024, compared to the first six months of 2023.

We sold 193 new Class 5 through 7 medium-duty commercial vehicles in the first six months of 2024 in Canada, a 6.6% increase compared to 181 new Class 5 through 7 medium-duty commercial vehicles in the first six months of 2023.

We sold 993 new light-duty vehicles in the first six months of 2024, a 3.9% increase compared to 956 new light-duty vehicles sold in the first six months of 2023.

We sold 3,541 used commercial vehicles in the first six months of 2024, a 0.3% decrease compared to 3,553 used commercial vehicles in the first six months of 2023.

Truck lease and rental revenues increased $0.4 million, or 0.2%, in the first six months of 2024, compared to the first six months of 2023.

Finance and insurance revenues decreased $1.4 million, or 11.2%, in the first six months of 2024, compared to the first six months of 2023.

Gross profit decreased $30.4 million, or 3.7%, in the first six months of 2024, compared to the first six months of 2023.

Gross profit as a percentage of sales was 20.1% in the first six months of 2024 and 20.8% in the first six months of 2023.

Gross margins from Aftermarket Products and Services operations decreased to 37.0% in the first six months of 2024, from 38.0% in the first six months of 2023.

Gross profit for Aftermarket Products and Services was $472.2 million in the first six months of 2024, compared to $493.9 million in the first six months of 2023.

Gross profit from parts sales represented 58.1% of the total gross profit for Aftermarket Products and Services operations in the first six months of 2024 and 61.0% in the first six months of 2023.

Service and collision center operations represented 41.9% of the total gross profit for Aftermarket Products and Services operations in the first six months of 2024 and 39.0% in the first six months of 2023.

Gross margins on new Class 8 heavy-duty truck sales decreased to 9.1% in the first six months of 2024, from 10.1% in the first six months of 2023.

Gross margins on new Class 4 through 7 medium-duty commercial vehicle sales remained flat at 8.8% in the first six months of 2024, compared to the first six months of 2023.

Gross margins on used commercial vehicle sales increased to 20.5% in the first six months of 2024, from 10.5% in the first six months of 2023.

Gross margins from truck lease and rental sales decreased to 28.0% in the first six months of 2024, from 30.4% in the first six months of 2023.

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 increased $1.5 million, or 0.3%, in the first six months of 2024, compared to the first six months of 2023.

SG&A expenses equaled 13.2% of total revenue in the first six months of 2024, compared to 13.1% in the first six months of 2023.

Interest (Income) Expense, Net

Net interest expense increased $14.2 million, or 61.2%, in the first six months of 2024, compared to the first six months of 2023.

Income before Income Taxes

Income before income taxes decreased $51.8 million, or 20.7%, in the first six months of 2024, compared to the first six months of 2023.

Provision for Income Taxes

Income taxes decreased $12.7 million, or 21.1%, in the first six months of 2024, compared to the first six months of 2023.

We provided for taxes at a 24.1% rate in the first six months of 2024 and a 24.2% rate in the first six months of 2023.

Liquidity and Capital Resources

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Historically, these cash requirements have been met through the retention of profits, borrowings under our floor plan arrangements and bank financings.

As of March 31, 2024, we had working capital of approximately $758.8 million, including $155.9 million in cash, available to fund our operations.

As of June 30, 2024, we had working capital of approximately $673.0 million, including $167.3 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.

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We continually evaluate our liquidity and capital resources based upon:

(i) our cash, cash equivalents and restricted cash on hand;

(i) our cash and cash equivalents on hand;

(ii) the funds that we expect to generate through future operations;

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We have a secured line of credit that provides for a maximum borrowing of $25.0 million.

There were no advances outstanding under this secured line of credit on March 31, 2024, however, $18.9 million was pledged to secure various letters of credit related to self-insurance products, leaving $1.1 million available for future borrowings as of March 31, 2024.

Our floor plan financing agreements and the credit agreement with Wells Fargo Bank, National Association 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 March 31, 2024, 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.

There were no advances outstanding under this secured line of credit on June 30, 2024, however, $18.9 million was pledged to secure various letters of credit related to self-insurance products, leaving $6.1 million available for future borrowings as of June 30, 2024.

Our long-term debt, floor plan financing agreements and our credit agreement with Wells Fargo Bank, National Association 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 June 30, 2024, 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 these covenants in the foreseeable future.

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We also expect to make capital expenditures for the purchase of recurring items such as computers, shop tools and equipment and company vehicles of approximately $35.0 million to $40.0 million during 2024.

During the first quarter of 2024, we paid a cash dividend of $13.9 million.

Additionally, on April 23, 2024, our Board of Directors declared a cash dividend of $0.17 per share of Class A and Class B common stock, to be paid on June 10, 2024, to all shareholders of record as of May 9, 2024.

The total dividend disbursement is estimated at approximately $13.4 million.

During the second quarter of 2024, we paid a cash dividend of $13.5 million.

Additionally, on July 31, 2024, our Board of Directors declared a cash dividend of $0.18 per share of Class A and Class B common stock, to be paid on September 10, 2024, to all shareholders of record as of August 13, 2024, which represents a 5.6% increase compared to the cash dividend we paid in the first quarter of 2024.

We expect to continue paying cash dividends on a quarterly basis.

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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 of shares 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.

As of March 31, 2024, we had repurchased $73.2 million of our shares of common stock under the current stock repurchase program, excluding federal excise tax.

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 June 30, 2024, we had repurchased $77.2 million of our shares of common stock under the current stock repurchase program.

The current stock repurchase program expires on December 31, 2024, and may be suspended or discontinued at any time.

The Inflation Reduction Act of 2022 imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

We have reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased.

We anticipate funding the capital expenditures for the improvement and expansion of existing facilities and recurring expenses through our operating cash flows.

We can 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 March 31, 2024.

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 June 30, 2024.

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.

The following table summarizes our cash flows for the periods indicated (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Net cash provided by (used in):

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Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital.

During the first quarter of 2024, operating activities resulted in net cash used in by operations of $155.1 million.

Net cash provided by operating activities primarily consisted of $71.5 million in net income, as well as non-cash adjustments related to depreciation and amortization of $56.8 million, and stock-based compensation of $14.1 million.

Cash used by operating activities included an aggregate of $297.4 million net change in operating assets and liabilities.

Included in the net change in operating assets and liabilities were cash inflows of $17.4 million from the increase in accounts payable, which was offset primarily by cash outflows of $215.5 million from the increase in inventories, $49.9 million from the increase in accounts receivable, $17.7 million from the decrease in customer deposits and $26.9 million from the increase in accrued expenses.

Most of our commercial vehicle inventory is financed through our floor plan credit agreements.

During the first quarter of 2023, operating activities resulted in net cash provided by operations of $92.5 million.

Net cash provided by operating activities primarily consisted of $90.8 million in net income, as well as non-cash adjustments related to depreciation and amortization of $53.9 million, deferred income tax provision of $3.2 million and stock-based compensation of $13.1 million.

During the first six months of 2024, operating activities resulted in net cash provided by operations of $115.5 million.

Net cash provided by operating activities primarily consisted of $150.3 million in net income, as well as non-cash adjustments related to depreciation and amortization of $114.3 million, stock-based compensation of $19.6 million and cash inflows for deferred income tax expense of $1.5 million.

Cash provided by operating activities included an aggregate of $169.7 million net change in operating assets and liabilities.

Included in the net change in operating assets and liabilities were primarily cash outflows of $9.0 million from the increase in accounts receivable, $52.8 million from the increase in inventory, $15.9 million from the decrease in customer deposits and $11.5 million from the decrease in accrued expenses, which were offset by cash inflows of $27.1 million from the net increase in accounts payable.

Included in the net change in operating assets and liabilities were cash inflows of $3.9 million from the increase in accounts payable, which were offset by cash outflows of $34.0 million from the increase in accounts receivable, $63.4 million from the increase in inventories, $7.6 million from the increase in other assets, $49.2 million from the decrease in customer deposits and $19.4 million from the increase in accrued expenses.

Most of our commercial vehicle inventory is financed through our floor plan credit agreements.

During the first six months of 2023, cash used in investing activities was $188.9 million.

Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment.

Acquisition of property and equipment totaled $186.0 million during the first six months of 2023 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $138.6 million for purchases of rental and lease vehicles for our rental and leasing operations.

Cash Flows from Investing Activities

During the first quarter of 2024, cash used in investing activities was $69.2 million.

During the first six months of 2024, cash used in investing activities was $161.1 million.

Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment.

Acquisition of property and equipment totaled $79.1 million during the first three months of 2024 and consisted primarily of purchases of machinery and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $52.1 million for purchases of rental and lease vehicles for our rental and leasing operations.

During the first quarter of 2023, cash used in investing activities totaled $95.5 million.

Acquisition of property and equipment totaled $172.5 million during the first six months of 2024 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $140.1 million for purchases of rental and lease vehicles for our rental and leasing operations.

During the first six months of 2023, cash used in investing activities was $188.9 million.

Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment.

Capital expenditures totaled $90.4 million during the first quarter of 2023 and consisted primarily of purchases of property and equipment, improvements to our existing dealership facilities and $75.2 million for purchases of rental and lease vehicles for the rental and leasing operations.

Acquisition of property and equipment totaled $186.0 million during the first six months of 2024 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $138.6 million for purchases of rental and lease vehicles for our rental and leasing operations.

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 quarter of 2024, financing activities resulted in net cash provided by financing activities of $196.5 million, primarily related to $110.2 million from net draws on floor plan notes payable, non-trade, $698.8 million from borrowings of long-term debt and $9.4 million from the issuance of shares related to equity compensation plans.

These cash inflows were offset by cash outflows of $592.9 million used for principal repayments of long-term debt and finance lease obligations, $5.6 million used for repurchases of common stock, $9.5 million for taxes paid related to net share settlement of equity awards and $13.9 million used for payment of cash dividends.

During the first quarter of 2023, financing activities provided $28.3 million in net cash flow.

Cash outflows were primarily related to $275.3 million used for principal repayments of long-term debt and finance lease obligations, $24.0 million used for the repurchase of our common stock and $12.1 million used for the payment of cash dividends.

These cash outflows were offset by cash inflows related to borrowings of $257.7 million of long-term debt and $82.6 million used for net draws on floor plan (non-trade).

During the first six months of 2024, financing activities resulted in net cash provided by financing activities of $29.2 million, primarily related to cash inflows of $11.5 million from the issuance of shares related to equity compensation plans, $88.4 million from net draws on floor plan notes payable, non-trade and borrowings of $1.2 billion of long-term debt.

These cash inflows were offset by $1.2 billion used for principal repayments of long-term debt and capital lease obligations, $9.5 million for taxes related to net share settlement of equity awards, $9.5 million used for repurchases of common stock and $27.2 million used for payment of cash dividends.

The borrowings of long-term debt were primarily related to purchasing units for the rental and leasing operations.

During the first six months of 2023, financing activities resulted in net cash provided by financing activities of $65.7 million, primarily related to cash inflows of $9.7 million from the issuance of shares related to equity compensation plans, $191.0 million from net draws on floor plan notes payable, non-trade and borrowings of $653.4 million of long-term debt.

These cash inflows were offset by $694.1 million used for principal repayments of long-term debt and capital lease obligations, $7.0 million for taxes related to net share settlement of equity awards, $63.9 million used for repurchases of common stock and $23.4 million used for payment of cash dividends.

The borrowings of long-term debt were primarily related to purchasing units for the 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”).

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We may borrow, repay and reborrow amounts pursuant to the WF Credit Agreement 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 SOFR 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 plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio.

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”) plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio or (B) on or after the SOFR transition date, the SOFR plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio.

The WF Credit Agreement expires on September 14, 2026, 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 March 31, 2024, we had approximately $174.7 million outstanding under the WF Credit Agreement.

On November 1, 2023, the Company entered into that certain Amended and Restated Inventory Financing and Purchase Money Security Agreement with PACCAR Leasing Company (“PLC”), a division of PACCAR Financial Corp.

(the “PLC Agreement”).

On June 30, 2024, we had approximately $164.6 million outstanding under the WF Credit Agreement.

On November 1, 2023, we entered into certain Second Amended and Restated Inventory Financing and Purchase Money Security Agreement with PACCAR Leasing Company, (“PLC”), a division of PACCAR Financial Corp., as amended on April 9, 2024 (the “PLC Agreement”).

Pursuant to the terms of the PLC Agreement, PLC agreed to make up to $375.0 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.

On April 9, 2024, the PLC agreement was amended to increase the total loan commitment to $375.0 million.

We may borrow, repay and reborrow amounts pursuant to the PLC Agreement from time to time until the maturity date, provided, however, that the outstanding principal amount on any date shall not exceed the borrowing base.

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The PLC Agreement expires on December 1, 2025, although either party has the right to terminate the PLC Agreement at any time upon 180 days written notice.

On March 31, 2024, we had approximately $300.0 million outstanding under the PLC Agreement.

On June 30, 2024, we had approximately $133.2 million outstanding under the PLC Agreement.

Most of our commercial vehicle purchases are made on terms requiring payment to the manufacturer within 15 to 60 days or less from the date the commercial vehicles are invoiced from the factory.

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This interest-free period is generally 15 to 60 days.

If the commercial vehicle is not sold within the interest-free period, we finance the commercial vehicle under the Floor Plan Credit Agreement.

On September 14, 2021, we entered into the Floor Plan Credit Agreement with BMO Harris and the lenders signatory thereto.

If the commercial vehicle is not sold within the interest-free period, we then finance the commercial vehicle under the Floor Plan Credit Agreement.

On September 14, 2021, we entered into Floor Plan Credit Agreement with BMO Harris and the lenders signatory thereto.

The Floor Plan Credit Agreement includes an aggregate loan commitment of $1.0 billion.

Prior to June 1, 2023, borrowings under the Floor Plan Credit Agreement bore interest at an annual rate equal to (A) the greater of (i) zero and (ii) one month LIBOR, determined on the last day of the prior month, plus (B) 1.10% and were payable monthly.

On May 31, 2023, we entered into the First Amendment to the Floor Plan Credit Agreement that changed the benchmark interest rate to Term SOFR, as defined in the amendment.

Effective June 1, 2023, borrowings under the Floor Plan Credit Agreement bear interest per annum, payable monthly, at (A) the greater of (i) zero and (ii) Term SOFR, plus (B) 1.20%.

Prior to June 1, 2023, borrowings under the Floor Plan Credit Agreement bore interest at an annual rate equal to (A) the greater of (i) zero and (ii) one month London Interbank Offered Rate (“LIBOR”), determined on the last day of the prior month, plus (B) 1.10% and were payable monthly.

On May 31, 2023, we entered into the First Amendment to the Floor Plan Credit Agreement that changed the benchmark interest rate to SOFR.

Effective June 1, 2023, borrowings under the Floor Plan Credit Agreement now bear interest per annum, payable monthly, at (A) the greater of (i) zero and (ii) SOFR, plus (B) 1.20%.

Borrowings 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 March 31, 2024, we had approximately $1.0 billion outstanding under the Floor Plan Credit Agreement.

The average daily outstanding borrowings under the Floor Plan Credit Agreement were $958.3 million during the first three months ended March 31, 2024.

On June 30, 2024, we had approximately $1.0 billion outstanding under the Floor Plan Credit Agreement.

The average daily outstanding borrowings under the Floor Plan Credit Agreement were $972.8 million during the six months ended June 30, 2024.

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.

On May 31, 2022, RTC Canada entered into that certain BMO Revolving Lease and Rental Credit Agreement (the “RTC Canada Revolving Credit Agreement”) with BMO.

On May 31, 2022, RTC Canada entered into that certain BMO Revolving Lease and Rental Credit Agreement (the “RTC Canada Revolving Credit Agreement”) with Bank of Montreal (“BMO”).

Pursuant to the terms of the RTC Canada Revolving Credit Agreement, BMO agreed to make up to $120.0 million CAD of revolving credit loans to finance certain of RTC Canada’s capital expenditures, including commercial vehicle purchases and other equipment to be leased or rented through RTC Canada’s Idealease franchise, with an additional $20.0 million CAD available upon the request of RTC Canada and consent of BMO.

Advances under the RTC Canada Revolving Credit Agreement bear interest per annum, payable on the first business day of each calendar month, at the CDOR, plus 1.35%.

Prior to June 1, 2024, advances under the RTC Canada Revolving Credit Agreement bore interest per annum, payable on the first business day of each calendar month, at the Canadian Offered Dollar Rate (“CDOR”), plus 1.35%.

On June 1, 2024, RTC Canada entered into the First Amendment to the RTC Revolving Credit Agreement that changed the benchmark interest rate to the Canadian Overnight Repo Rate (“CORRA”).

Effective June 1, 2024, borrowing under the RTC Revolving Credit Agreement now bear interest per annum payable monthly at CORRA, plus 1.72%.

The RTC Canada Revolving Credit Agreement expires September 14, 2026.

On March 31, 2024, we had approximately $67.4 million CAD outstanding under the RTC Canada Revolving Credit Agreement.

On July 15, 2022, RTC Canada entered into the RTC Canada Floor Plan Agreement with BMO.

Pursuant to the terms of the Agreement, BMO agreed to make up to $116.7 million CAD of revolving credit loans to finance RTC Canada’s purchase of new and used vehicle inventory.

On June 30, 2024, we had approximately $57.4 million CAD outstanding under the RTC Canada Revolving Credit Agreement.

On July 15, 2022, RTC Canada entered into that certain Amended and Restated BMO Wholesale Financing and Security Agreement (the “RTC Canada Floor Plan Agreement”) with BMO.

Pursuant to the terms of the Agreement as amended, BMO agreed to make up to $116.7 million CAD of revolving credit loans to finance RTC Canada’s purchase of new and used vehicle inventory.

Loans to purchase used vehicle inventory are limited to twenty percent (20%) of the credit limit available at such time.

RTC Canada 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 credit limits set forth above with respect to new and used vehicles.

Prior to June 1, 2023, advances under the RTC Canada Floor Plan Agreement bore interest per annum, payable on the first business day of each calendar month, at CDOR, plus 0.90% and in the case of an advance required to be made in USD dollars, at LIBOR, plus 1.10%.

On June 1, 2023, RTC Canada entered into the First Amendment to the RTC Canada Floor Plan Agreement that changed the interest rate in the case of an advance required to be made in USD dollars to Term SOFR, as defined in the amendment.

Effective June 1, 2023, advances required to be made in USD dollars under the RTC Canada Floor Plan Agreement bear interest per annum, payable monthly, at Term SOFR, plus 1.20%.

Prior to June 1, 2024, borrowings with respect to advances required to be made in CAD dollars bore interest per annum, payable monthly, at CDOR, plus 0.90%.

On June 1, 2024, we entered into the Second Amendment to the RTC Canada Floor Plan Agreement that changed the benchmark interest rate with respect to advances required to be made in CAD dollars to CORRA.

Effective June 1, 2024, advances required to be made in CAD dollars under the RTC Canada Floor Plan Agreement now bear interest per annum, payable monthly, at CORRA, plus 1.27%.

In addition, prior to June 1, 2023, advances required to be made in USD dollars bore interest, payable monthly, at LIBOR, plus 1.10%.

On June 1, 2023, RTC Canada entered into the First Amendment to the RTC Canada Floor Plan Agreement that changed the benchmark interest rate in the case of an advances required to be made in USD dollars to SOFR.

Effective June 1, 2023, advances required to be made in USD dollars under the RTC Canada Floor Plan Agreement bear interest per annum, payable monthly, at SOFR, plus 1.20%.

The RTC Canada Floor Plan Agreement expires September 14, 2026.

On March 31, 2024, we had approximately $72.5 million CAD outstanding under the RTC Canada Floor Plan Agreement.

On March 31, 2024, our backlog of commercial vehicle orders was approximately $2,047.1 million, compared to a backlog of commercial vehicle orders of approximately $4,209.9 million on March 31, 2023.

The decrease in our backlog primarily reflects the decreased demand for new Class 8 trucks resulting from production catching up to pent-up demand caused by limited production over the last few years.

Our backlog is determined quarterly by multiplying the number of new commercial vehicles for each 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.

On June 30, 2024, we had approximately $72.3 million CAD outstanding under the RTC Canada Floor Plan Agreement.

The average daily outstanding borrowings under the RTC Canada Floor Plan Credit Agreement were $62.2 million during the six months ended June 30, 2024.

On June 30, 2024, our backlog of commercial vehicle orders was approximately $1,812.1 million, as compared to a backlog of commercial vehicle orders of approximately $4,041.6 million on June 30, 2023.

The decrease in our backlog primarily reflects the decreased demand for new Class 8 trucks resulting from production catching up to pent-up demand, low freight rates and high interest rates.

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.

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The delivery time for a custom-ordered commercial vehicle varies depending on the truck specifications and demand for the model ordered.

We sell most 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 several of our major fleet customers are included in our backlog as of March 31, 2024, and we expect to fill most of our backlog orders during 2024, assuming that the manufacturers we represent can meet their current production schedule.

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 several of our major fleet customers are included in our backlog as of June 30, 2024, and we expect to fill most of our backlog orders during 2024.

Given the difficult industry environment caused by freight rates and high interest rates, which are negatively impacting industry demand for new commercial vehicles, we believe that the longer it takes to fill our backlog, the greater the risk that a significant amount of commercial vehicle orders currently reflected in our backlog could be cancelled.

Our Truck Segment is moderately seasonal.

1 unchanged sentence

However, Aftermarket Products and Services operations historically have experienced higher sales volumes in the second and third quarters.

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.

Our business is dependent on a number of factors, including general economic conditions, freight rates, 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 the last ten years, total U.S.

Research, total U.S.

retail sales of new Class 8 commercial vehicles have ranged from a low of approximately 187,600 in 2013, to a high of approximately 281,440 in 2019.

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The executive order calls for the EPA and the Secretary of Transportation to adopt new rules and regulations for commercial vehicles starting as early as model year 2027.

Similarly, in June 2020, CARB adopted a final rule that is intended to phase out the sale of internal combustion engine 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.

Similarly, in June 2020, the California Air Resources Board (“CARB”) adopted a final rule that is intended to phase out the sale of internal combustion engine 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 July 2023, CARB and various manufacturers of heavy-duty commercial vehicles and engines, including PACCAR, Navistar, Ford, Hino, Isuzu and Cummins, entered into the Clean Truck Partnership, whereby the manufacturers agreed to comply with CARB’s emission requirements where applicable, regardless of whether any entity challenges CARB’s rule-making authority, and CARB agreed to work with manufacturers to provide reasonable lead time to meet CARB’s requirements and before imposing new regulations.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements