Rush Enterprises(RUSHB) - 2021 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the company's unaudited consolidated financial statements, including balance sheets, income statements, statements of shareholders' equity, and cash flow statements, along with detailed notes explaining accounting policies, segment information, and specific financial instruments. Key highlights include increased net income and gross profit, a decrease in total assets and liabilities, and an increase in shareholders' equity for the nine months ended September 30, 2021 Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' equity at specific points in time Consolidated Balance Sheet Highlights (in thousands) | Metric | Sep 30, 2021 | Dec 31, 2020 | Change | Change (%) | | :-------------------------- | :----------- | :----------- | :------- | :--------- | | Total Assets | $2,777,329 | $2,985,393 | $(208,064) | -7.0% | | Total Liabilities | $1,364,546 | $1,717,356 | $(352,810) | -20.5% | | Total Shareholders' Equity | $1,412,783 | $1,268,037 | $144,746 | 11.4% | | Cash and cash equivalents | $259,693 | $312,048 | $(52,355) | -16.8% | | Inventories, net | $754,006 | $858,291 | $(104,285) | -12.1% | | Floor plan notes payable | $354,346 | $511,786 | $(157,440) | -30.8% | Consolidated Statements of Income and Comprehensive Income This section outlines the company's financial performance over specific periods, showing revenues, expenses, and net income Consolidated Statements of Income Highlights (in thousands, except per share amounts) | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Change (%) | | :-------------------------------- | :------------------------------ | :------------------------------ | :--------- | | Total revenue | $1,266,521 | $1,178,568 | 7.5% | | Gross profit | $282,295 | $212,452 | 32.9% | | Operating income | $90,169 | $42,868 | 110.3% | | Net income | $69,399 | $33,939 | 104.5% | | Basic EPS | $1.24 | $0.62 | 100.0% | | Diluted EPS | $1.20 | $0.60 | 126.5% | | | | | | | Metric | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | | Total revenue | $3,814,342 | $3,467,743 | 10.0% | | Gross profit | $797,891 | $639,284 | 24.8% | | Operating income | $219,185 | $101,066 | 116.9% | | Net income | $172,776 | $73,862 | 133.9% | | Basic EPS | $3.09 | $1.35 | 128.9% | | Diluted EPS | $2.99 | $1.32 | 126.5% | Consolidated Statements of Shareholders' Equity This section details changes in the company's equity accounts, including retained earnings, common stock, and other comprehensive income Shareholders' Equity Changes (in thousands) | Metric | Balance, Dec 31, 2020 | Balance, Sep 30, 2021 | Change | | :-------------------------------- | :-------------------- | :-------------------- | :------- | | Total Shareholders' Equity | $1,268,037 | $1,412,783 | $144,746 | | Retained Earnings | $831,850 | $973,665 | $141,815 | | Common Stock Repurchases (9 months ended Sep 30, 2021) | N/A | $(21,726) | N/A | | Dividends Declared (9 months ended Sep 30, 2021) | N/A | $(30,499) | N/A | Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities over a period Cash Flow Summary (Nine Months Ended September 30, in thousands) | Cash Flow Activity | 2021 | 2020 | Change | | :-------------------------------- | :----------- | :----------- | :------- | | Net cash provided by operating activities | $438,645 | $590,469 | $(151,824) | | Net cash used in investing activities | $(121,352) | $(98,898) | $(22,454) | | Net cash used in financing activities | $(369,648) | $(413,648) | $44,000 | | Net (decrease) increase in cash and cash equivalents | $(52,355) | $77,923 | $(130,278) | | Cash and cash equivalents, end of period | $259,693 | $259,543 | $150 | Notes to Consolidated Financial Statements This section provides detailed explanations and additional information regarding the accounting policies and specific items presented in the financial statements Principles of Consolidation and Basis of Presentation This section outlines the accounting principles used for preparing the interim consolidated financial statements and the impact of current events like COVID-19 and LIBOR reform - The interim consolidated financial statements are unaudited and prepared in accordance with SEC rules, with all necessary adjustments made[24] - The company's commercial vehicle dealerships are classified as 'essential businesses' and have remained operational during the COVID-19 pandemic[25] - Business conditions have significantly improved since the second quarter of 2020, but the future impact of the COVID-19 pandemic remains uncertain[25] - The company is evaluating the impact of ASU 2020-04 and 2021-01 on Reference Rate Reform (LIBOR) on its financial statements[26] Other Assets This section details the composition and valuation of various non-current assets, including manufacturer franchise rights, equity investments, and capitalized ERP costs - Manufacturer franchise rights, valued at $7.0 million as of September 30, 2021, are considered indefinite-lived and are not amortized; no impairment write-down was required[27][30] - The company holds a 50% equity interest in Rush Truck Centres of Canada Limited (RTC Canada), with an investment value of $35.1 million as of September 30, 2021[32] - A call option to acquire the remaining 50% equity interest in RTC Canada is valued at $3.6 million as of September 30, 2021, expiring on February 25, 2024[31] - Capitalized costs for the SAP enterprise resource planning (ERP) platform total $5.8 million, with amortization expense of $0.3 million for Q3 2021 and $1.2 million for the nine months ended September 30, 2021[33] Commitments and Contingencies This section describes the company's legal obligations and potential future liabilities arising from its ordinary course of business - The company is involved in litigation arising from its ordinary course of business and maintains adequate liability insurance[34] - No pending claims or litigation are believed to have a material adverse effect on the company's financial position or results of operations[34] Earnings Per Share This section presents the basic and diluted earnings per common share for various reporting periods Earnings Per Common Share | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Basic earnings per common share | $1.24 | $0.62 | $3.09 | $1.35 | | Diluted earnings per common share | $1.20 | $0.60 | $2.99 | $1.32 | | Weighted average anti-dilutive options (in thousands) | 624 | 1,100 | 460 | 1,799 | Stock Options and Restricted Stock Awards This section details the company's stock-based compensation expense and unrecognized compensation for equity awards - Stock-based compensation expense was $18.3 million for the nine months ended September 30, 2021, up from $15.5 million in the prior year[38] - As of September 30, 2021, unrecognized compensation expense for non-vested employee stock options was $10.3 million (over 2.3 years) and for restricted stock awards was $11.0 million (over 1.4 years)[39] Financial Instruments and Fair Value This section discusses the fair value of the company's financial instruments, including current assets, liabilities, and long-term debt - The carrying values of current financial instruments (cash, accounts receivable, accounts payable, floor plan notes payable) approximate fair value due to their short-term nature or variable interest rates[40] - The carrying amount of long-term debt approximates fair value, based on current market interest rates and the company's credit standing[42] Segment Information This section provides financial data for the company's primary reportable business segment, the Truck Segment, detailing its operations and revenue sources - The company operates primarily through one reportable business segment, the Truck Segment, which includes a nationwide network of commercial vehicle dealerships[43] - The Truck Segment provides retail sales of new and used commercial vehicles, aftermarket parts, service and collision center facilities, and financial services[43] Segment Income Before Taxes (in thousands) | Segment | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :-------------------- | :----------------------------- | :----------------------------- | | Truck Segment | $222,218 | $98,097 | | All Other | $1,017 | $12 | | Total | $223,235 | $98,109 | Income Taxes This section outlines the company's income tax provisions, unrecognized tax benefits, and periods subject to audit - Unrecognized income tax benefits totaled $4.5 million as of September 30, 2021, with $150,000 accrued for interest[46] - No significant change in unrecognized tax benefits is anticipated in the next 12 months[47] - Tax years 2017-2020 (federal) and 2016-2020 (state) remain subject to audit[47] Revenue This section describes the company's revenue recognition policies and disaggregates revenue by primary sources - Revenue is primarily generated from the sale of finished products, recognized when the customer obtains control, typically upon delivery[48] - Key revenue streams include commercial vehicle sales, aftermarket parts and services, finance, and insurance[48] Disaggregated Revenue by Source (Nine Months Ended September 30, in thousands) | Revenue Source | 2021 | 2020 | | :-------------------------------- | :----------- | :----------- | | Commercial vehicle sales revenue | $2,274,332 | $2,060,370 | | Parts revenue | $778,479 | $683,684 | | Commercial vehicle repair service revenue | $545,804 | $522,107 | | Finance revenue | $12,210 | $7,986 | | Insurance revenue | $8,513 | $7,074 | | Other revenue | $12,692 | $10,538 | | Total | $3,632,030 | $3,291,759 | Leases This section details the company's leasing activities, including commercial vehicle leases to customers and related income - The company leases commercial vehicles to customers for periods of one to ten years, depreciating them straight-line to an estimated residual value[50][51] - Sales-type lease receivables were $5.4 million as of September 30, 2021[52] Lease and Rental Income (in thousands) | Period | 2021 | 2020 | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | | Three Months Ended Sep 30 | $62,689 | $57,913 | 8.2% | | Nine Months Ended Sep 30 | $182,312 | $175,984 | 3.6% | Accumulated Other Comprehensive Income (Loss) This section reports changes in accumulated other comprehensive income, primarily driven by foreign currency translation adjustments - Accumulated other comprehensive income increased to $965,000 as of September 30, 2021, primarily due to foreign currency translation adjustments[54] Accounts Receivable and Allowance for Credit Losses This section explains the company's policy for estimating and maintaining an allowance for credit losses on trade receivables - The company maintains an allowance for credit losses based on historical experience, current conditions, and reasonable forecasts[55][56] Allowance for Credit Losses (in thousands) | Metric | Balance Dec 31, 2020 | Provision (9 months 2021) | Write-offs (net of recoveries) | Balance Sep 30, 2021 | | :-------------------------------- | :------------------- | :------------------------ | :----------------------------- | :------------------- | | Total Allowance for Credit Losses | $1,605 | $1,699 | $(1,696) | $1,608 | Asset Purchase Agreement This section details the company's agreement to acquire full-service commercial vehicle dealerships and Idealease franchises from The Summit Truck Group - On September 7, 2021, the company agreed to acquire full-service commercial vehicle dealerships and Idealease franchises from The Summit Truck Group in several states[58] - The estimated purchase price is approximately $223.0 million, excluding an anticipated $60.0 million for real property[58] - Approximately $114.0 million of the purchase price is expected to be financed, with closing anticipated in December 2021[58] Lease and Rental Debt This section describes new revolving credit agreements established to finance commercial vehicle purchases for the Idealease lease and rental fleet - The company entered into a $250.0 million revolving credit agreement with Wells Fargo Bank, N.A. (WF Credit Agreement) on September 14, 2021, primarily for purchasing commercial vehicles for its Idealease lease and rental fleet[59] - Interest expense from the WF Credit Agreement ($1.2 million in Q3 2021) is now recorded in interest expense, which will increase gross margins from Idealease lease and rental sales[60] Subsequent Event This section reports a significant event occurring after the reporting period, specifically a new revolving credit agreement for PacLease fleet purchases - On October 1, 2021, the company entered into a $300.0 million revolving credit agreement with PACCAR Financial Corp. (PLC Agreement) to finance PacLease fleet purchases[61] - Similar to the WF Credit Agreement, interest from the PLC Agreement will be recorded in interest expense, increasing gross margins from PacLease lease and rental sales[61] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, condition, and future outlook, highlighting revenue and profit growth, critical accounting policies, liquidity, and industry factors General Business Overview This section introduces Rush Enterprises, Inc. as a full-service commercial vehicle retailer and outlines its strategic approach to integrated solutions and network expansion - Rush Enterprises, Inc. is a full-service, integrated retailer of commercial vehicles and related services, operating over 100 Rush Truck Centers in 22 states[67][68] - The company's business strategy focuses on providing integrated solutions, expanding product offerings, and growing its dealership network through strategic acquisitions and new locations[69] COVID-19 Impact and Business Conditions This section discusses the operational status of the company's dealerships during the pandemic, the impact of supply chain issues, and the recovery of rental and leasing revenues - The company's dealership network remained operational during the COVID-19 pandemic, and business conditions have significantly improved since Q2 2020[70] - The industry continues to be impacted by supply chain issues, negatively affecting new commercial vehicle production and aftermarket parts availability[70][71][72] - Revenues from rental and leasing operations have returned to pre-pandemic levels after temporary payment deferrals in 2020[73] Outlook This section provides forecasts for new and used commercial vehicle sales, lease and rental revenues, aftermarket products and services, and planned strategic acquisitions for the upcoming period - New U.S. Class 8 retail truck sales are forecasted to increase by 16.8% to 228,500 units in 2021, with the company expecting to sell 11,400 to 11,900 units (5.0%-5.2% market share)[75][76] - New U.S. Class 4-7 retail commercial vehicle sales are forecasted to increase by 8.2% to 251,000 units in 2021, with the company expecting to sell 10,000 to 10,800 units (4.0%-4.3% market share)[77] - The company expects to sell approximately 1,600 light-duty vehicles and 7,200 to 7,400 used commercial vehicles in 2021[78] - Lease and rental revenue is expected to increase 5% to 7%, and Aftermarket Products and Services revenues are expected to increase 10% to 12% in 2021[78][79] - Strategic acquisitions are planned, including an independent parts and service facility in Victorville, CA, a Hino and Isuzu dealership in Elk Grove, IL, and Summit Truck Group dealerships in multiple states (expected to close in December 2021)[80] Critical Accounting Policies and Estimates This section details the key accounting policies and significant management judgments involved in financial reporting, including inventory valuation, goodwill impairment, self-insurance, income taxes, revenue recognition, leases, and credit losses - Inventories are stated at the lower of cost or net realizable value, with reserves established based on historical loss experience and market trends[82] - Goodwill is tested for impairment annually using a two-step discounted cash flow method, with the Truck Segment considered the reporting unit; no impairment was required in Q4 2020[83][84][86] - The company is partially self-insured for property and casualty, workers' compensation, and medical insurance programs, with accruals based on third-party actuarial information and management estimates[87] - Accounting for income taxes requires management judgment to determine provisions and deferred tax asset realization, with a liability for unrecognized tax benefits adjusted based on settlements or new information[89][90] - Revenue recognition follows Topic 606, recognizing revenue when the customer obtains control of promised goods or services, typically at a point in time[92] - Leases for commercial vehicles and real estate are recorded as lease assets and liabilities for terms greater than twelve months, discounted using the implicit rate or estimated incremental borrowing rate[93][94] - An allowance for credit losses is maintained for trade receivables, estimated based on probability of default, historical loss experience, aging, and current economic conditions[96] Results of Operations Analysis This section analyzes the company's financial performance, comparing revenues, gross profit, and expenses across different reporting periods Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020 This section compares the company's financial results for the three months ended September 30, highlighting changes in revenues, gross profit, and expenses Revenue and Gross Profit Performance (Three Months Ended September 30, in millions) | Metric | 2021 | 2020 | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | | Total revenues | $1,266.5 | $1,178.6 | 7.5% | | Aftermarket Products and Services revenues | $463.0 | $400.3 | 15.7% | | New and used commercial vehicle sales revenues | $729.3 | $711.8 | 2.5% | | Gross profit | $282.3 | $212.5 | 32.9% | | Gross profit as % of sales | 22.3% | 18.0% | 4.3 pp | | Aftermarket Products and Services gross margins | 39.3% | 35.4% | 3.9 pp | | Used commercial vehicle sales gross margins | 19.7% | 12.0% | 7.7 pp | | Net interest expense | $0.3 | $1.1 | -74.3% | | Income before income taxes | $91.8 | $43.9 | 109.1% | | Effective tax rate | 24.75% | 22.7% | 2.05 pp | - New Class 8 truck sales decreased by 1.8% to 2,537 units due to industry-wide production constraints, while used commercial vehicle sales decreased by 16.7% to 1,712 units, primarily due to inventory availability despite strong demand[103][106] - Selling, General and Administrative (SG&A) expenses increased by 15.7% to $179.9 million, rising to 14.2% of total revenues from 13.2% in the prior year[116] Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020 This section compares the company's financial results for the nine months ended September 30, detailing changes in revenues, gross profit, and expenses Revenue and Gross Profit Performance (Nine Months Ended September 30, in millions) | Metric | 2021 | 2020 | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | | Total revenues | $3,814.3 | $3,467.7 | 10.0% | | Aftermarket Products and Services revenues | $1,324.3 | $1,205.8 | 9.8% | | New and used commercial vehicle sales revenues | $2,274.3 | $2,060.4 | 10.4% | | Gross profit | $797.9 | $639.3 | 24.8% | | Gross profit as % of sales | 20.9% | 18.4% | 2.5 pp | | Aftermarket Products and Services gross margins | 38.1% | 36.4% | 1.7 pp | | Used commercial vehicle sales gross margins | 18.4% | 8.0% | 10.4 pp | | Net interest expense | $0.6 | $8.0 | -93.0% | | Income before income taxes | $223.2 | $98.1 | 127.5% | | Effective tax rate | 23.0% | 24.7% | -1.7 pp | - New Class 8 heavy-duty truck sales increased by 12.7% to 8,486 units, while new Class 4-7 medium-duty commercial vehicle sales decreased by 6.9% to 7,951 units due to production constraints[123][124] - Used commercial vehicle sales increased by 6.5% to 5,730 units[125] - Selling, General and Administrative (SG&A) expenses increased by 8.6%, but as a percentage of total revenue, it slightly decreased to 14.2% from 14.3%[131] Liquidity and Capital Resources This section assesses the company's ability to meet its short-term and long-term financial obligations, including working capital, cash, capital expenditures, dividends, and stock repurchases - As of September 30, 2021, the company had $405.3 million in working capital, including $259.7 million in cash, and was in compliance with all debt covenants[136][138] - Expected capital expenditures for leasing operations are $150.0-$180.0 million in 2021, and $30.0-$35.0 million for recurring items[139] - The company paid a cash dividend of $10.6 million in Q3 2021 and declared a $0.19 per share dividend for December 2021[140] - Under its $100.0 million stock repurchase program (expiring Dec 31, 2021), $23.8 million of common stock had been repurchased as of September 30, 2021[141] - The acquisition of Summit Truck Group dealerships is estimated at $223.0 million (plus $60.0 million for real property), with $114.0 million to be financed[143] Cash Flows Analysis This section provides a detailed breakdown of the company's cash inflows and outflows from operating, investing, and financing activities Cash Flows from Operating Activities This section details the cash generated or used by the company's primary business operations, including changes in working capital - Net cash provided by operating activities was $438.6 million for the nine months ended September 30, 2021, a decrease from $590.5 million in the prior year[146][147] - Key cash inflows included $147.3 million from decreased inventories and $23.2 million from decreased accounts receivable[146] - Cash outflows included $30.4 million from decreased customer deposits[146] Cash Flows from Investing Activities This section outlines the cash used for or generated from investment-related activities, such as capital expenditures and acquisitions - Net cash used in investing activities increased to $121.4 million for the nine months ended September 30, 2021, from $98.9 million in the prior year[149][150] - Capital expenditures totaled $122.3 million, including $88.0 million for additional units for rental and leasing operations[149] Cash Flows from Financing Activities This section describes the cash flows related to debt, equity, and dividend payments, including new credit agreements - Net cash used in financing activities was $369.6 million for the nine months ended September 30, 2021, a decrease from $413.6 million in the prior year[151][152] - Major outflows included $157.4 million in net payments on floor plan notes, $232.8 million in principal repayments of debt, $21.7 million in stock repurchases, and $30.5 million in cash dividends[151] - The company entered new credit agreements: a $250.0 million revolving credit facility with Wells Fargo (WF Credit Agreement) for Idealease fleet and a $300.0 million revolving credit facility with PACCAR Financial Corp. (PLC Agreement) for PacLease fleet[153][154] - The Floor Plan Credit Agreement has an aggregate loan commitment of $1.0 billion, with approximately $333.7 million outstanding as of September 30, 2021[155] Backlog This section reports the significant increase in commercial vehicle order backlog, reflecting strong demand despite supply chain uncertainties - The commercial vehicle order backlog significantly increased to approximately $2,720.2 million as of September 30, 2021, compared to $1,067.3 million a year prior[157] - The substantial increase reflects strong demand, but fulfillment timing is uncertain due to current supply chain delays[157] Seasonality This section discusses the moderate seasonal variations in the Truck Segment, particularly for Aftermarket Products and Services, and mitigating factors - The Truck Segment experiences moderate seasonality, with Aftermarket Products and Services historically seeing higher sales volumes in the second and third quarters[158] - Diverse geographic locations of dealerships and a diverse customer base help mitigate seasonal effects on new commercial vehicle sales[158] Cyclicality This section explains how the company's business is influenced by economic cycles and outlines strategies to mitigate these effects - The company's business is subject to cyclical variations influenced by general economic conditions, fuel prices, interest rates, credit availability, and government regulations[159] - New commercial vehicle unit sales have historically shown substantial cyclicality[159] - Strategies to reduce negative impacts of cyclical trends include geographic expansion, concentration on higher-margin Aftermarket Products and Services, and diversification of the customer base[159] Environmental Standards and Other Governmental Regulations This section details the company's compliance with environmental laws and regulations, and the potential impact of future regulatory changes - The company is subject to federal, state, and local environmental laws and regulations governing discharges, storage tanks, hazardous substances, and waste disposal (e.g., RCRA, CERCLA, Clean Water Act, Clean Air Act)[160][161][162][163] - Compliance with current environmental laws is not expected to have a material adverse effect, but future changes in regulations (e.g., GHG emissions, zero-emission vehicle mandates) or unforeseen liabilities from acquisitions could materially impact the business[164][165] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section describes the company's exposure to market risks, primarily interest rate fluctuations, and their potential financial impact - The company is exposed to interest rate risk from its floor plan financing agreements, the WF Credit Agreement, the PLC Agreement, and discount rates related to finance sales[167] - As of September 30, 2021, floor plan borrowings were approximately $354.3 million[167] - A 100 basis point increase or decrease in LIBOR could result in an approximate $3.5 million change in annual interest expense[167] Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting - The company's disclosure controls and procedures were evaluated and deemed effective as of September 30, 2021[168] - No material changes in internal control over financial reporting occurred during the three months ended September 30, 2021[169] PART II. OTHER INFORMATION Item 1. Legal Proceedings The company is involved in routine litigation arising from its operations and maintains adequate liability insurance. No current legal proceedings are expected to have a material adverse effect on its financial position or results of operations - The company is involved in litigation in the ordinary course of business and maintains adequate liability insurance[170] - No pending claims or litigation are expected to have a material adverse effect on the company's financial position or results of operations[170] Item 1A. Risk Factors The company acknowledges the inherent risks and uncertainties associated with its business. A comprehensive discussion of these factors is provided in Item 1A, Part I of its 2020 Annual Report on Form 10-K - The company's business is subject to inherent risks and uncertainties[171] - For a detailed discussion of risk factors, refer to Item 1A, Part I of the company's 2020 Annual Report on Form 10-K[171] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company did not make any unregistered sales of equity securities during the third quarter of 2021. It repurchased 259,011 shares of common stock (primarily Class B) during the quarter under its $100.0 million stock repurchase program, with approximately $76.2 million remaining authorized as of September 30, 2021 - No unregistered sales of equity securities were made during the third quarter of 2021[172] - The company repurchased 259,011 shares of common stock (primarily Class B) during Q3 2021[173][174] - As of September 30, 2021, approximately $76.2 million remained authorized under the $100.0 million stock repurchase program, which expires on December 31, 2021[141][173] Item 3. Defaults Upon Senior Securities This item is not applicable to the company for the reporting period Item 4. Mine Safety Disclosures This item is not applicable to the company for the reporting period Item 5. Other Information No other information is required to be reported under this item Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, significant asset purchase agreements, various credit agreements (e.g., with BMO Harris, Wells Fargo, PACCAR Financial Corp.), and required certifications from the CEO and CFO - Exhibits include Restated Articles of Incorporation and Amended and Restated Bylaws[175] - Key agreements filed include the Asset Purchase Agreement with Summit Truck Group, the Fifth Amended and Restated Credit Agreement with BMO Harris Bank N.A., and the Credit Agreement with Wells Fargo Bank, National Association[175] - The Amended and Restated Inventory Financing and Purchase Money Security Agreement with PACCAR Leasing Company (dated October 1, 2021) is also included[177] - Certifications of the CEO and CFO pursuant to the Sarbanes-Oxley Act are filed[178] SIGNATURES Signatures The report was duly signed on November 5, 2021, by W.M. "Rusty" Rush, President, Chief Executive Officer and Chairman of the Board, and Steven L. Keller, Chief Financial Officer and Treasurer - The report was signed on November 5, 2021[181] - Signatories include W.M. "Rusty" Rush (President, CEO, and Chairman) and Steven L. Keller (CFO and Treasurer)[181]