Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 05, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-38248 | ||
Entity Registrant Name | RumbleOn, Inc. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 46-3951329 | ||
Entity Address, Address Line One | 901 W Walnut Hill Lane | ||
Entity Address, City or Town | Irving | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75038 | ||
City Area Code | 214 | ||
Local Phone Number | 771-9952 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | RMBL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 119.6 | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement relating to its 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021 are incorporated herein by reference in Part III. | ||
Entity Central Index Key | 0001596961 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Class B Common Shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,930,740 | ||
Class A Common Shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,000 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 57 | 248 |
Auditor Name | Dixon Hughes Goodman LLP | GRANT THORNTON LLP |
Auditor Location | Charlotte, North Carolina | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 48,974 | $ 1,467 |
Restricted cash | 3,000 | 2,049 |
Accounts receivable, net | 40,166 | 9,408 |
Inventory | 201,666 | 21,360 |
Prepaid expense and other current assets | 6,335 | 3,446 |
Total current assets | 300,141 | 37,730 |
Property and equipment, net | 21,417 | 6,521 |
Right-of-use assets | 133,112 | 5,690 |
Goodwill | 260,922 | 26,887 |
Intangible assets, net | 302,066 | 46 |
Other assets | 10,091 | 105 |
Total assets | 1,027,749 | 76,979 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 57,068 | 12,563 |
Vehicle floor plan note payable | 97,278 | 17,812 |
Current portion lease liabilities | 20,249 | 1,630 |
Current portion of long-term, convertible debts, and notes payable | 4,476 | 3,440 |
Total current liabilities | 179,071 | 35,445 |
Long -term liabilities: | ||
Senior secured note | 253,438 | 0 |
Convertible debt, net | 29,242 | 27,166 |
Notes payable | 150 | 4,691 |
Derivative liabilities | 66 | 17 |
Operating lease liabilities | 114,687 | 4,370 |
Financing lease liabilities | 2,869 | 0 |
Deferred tax liabilities | 7,586 | 0 |
Other long-term liabilities | 8,995 | 720 |
Total long-term liabilities | 417,033 | 36,964 |
Total liabilities | 596,104 | 72,409 |
Commitments and contingencies (Notes 2, 8, 9, 10, 11, 12, 14, 19, 21) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued or outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Additional paid in capital | 550,055 | 108,949 |
Accumulated deficit | (114,106) | (104,381) |
Class B stock in treasury, at cost 123,089 shares as of December 31, 2021 | (4,319) | 0 |
Total stockholders' equity | 431,645 | 4,570 |
Total liabilities and stockholders' equity | 1,027,749 | 76,979 |
Class A Common Shares | ||
Stockholders' equity: | ||
Common stock, value, issued | 0 | 0 |
Class B Common Shares | ||
Stockholders' equity: | ||
Common stock, value, issued | $ 15 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 123,089 | |
Class A Common Shares | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000 | 50,000 |
Common stock, shares, issued (in shares) | 50,000 | 50,000 |
Common stock, shares, outstanding (in shares) | 50,000 | 50,000 |
Class B Common Shares | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 14,882,022 | 2,191,633 |
Common stock, shares, outstanding (in shares) | 14,882,022 | 2,191,633 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Total revenue | $ 938,440 | $ 416,427 |
Total cost of revenue | 780,263 | 384,800 |
Cost of revenue before impairment loss | 780,263 | 373,062 |
Impairment loss on automotive inventory | 0 | 11,738 |
Gross profit | 158,177 | 31,627 |
Selling, general and administrative | 164,077 | 53,659 |
Insurance recovery | (3,135) | (5,615) |
Depreciation and amortization | 6,103 | 2,143 |
Operating loss | (8,868) | (18,560) |
Interest expense | (16,405) | (6,450) |
Change in derivative liability | (8,799) | 11 |
Forgiveness of PPP Loan | 2,682 | 0 |
Loss before provision for income taxes | (31,390) | (24,999) |
Income tax benefits | (21,665) | 0 |
Net loss | $ (9,725) | $ (24,999) |
Weighted average number of common shares outstanding - basic (in shares) | 6,920,318 | 2,184,441 |
Weighted average number of common shares outstanding - fully diluted (in shares) | 6,920,318 | 2,184,441 |
Net loss per share - basic (in dollars per share) | $ (1.41) | $ (11.44) |
Net loss per share - fully diluted (in dollars per share) | $ (1.41) | $ (11.44) |
Powersports | ||
Revenue: | ||
Total revenue | $ 323,303 | $ 46,654 |
Cost of revenue before impairment loss | 264,872 | 40,061 |
Automotive | ||
Revenue: | ||
Total revenue | 460,888 | 337,085 |
Cost of revenue before impairment loss | 430,142 | 308,801 |
Parts, service and accessories | ||
Revenue: | ||
Total revenue | 66,969 | 0 |
Cost of revenue before impairment loss | 36,702 | 0 |
Vehicle logistics | ||
Revenue: | ||
Total revenue | 43,878 | 31,816 |
Cost of revenue before impairment loss | 34,278 | 24,200 |
Finance and insurance | ||
Revenue: | ||
Total revenue | 43,402 | 872 |
Cost of revenue before impairment loss | $ 14,269 | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Common SharesClass A Common Shares | Common SharesClass B Common Shares | Additional Paid in Capital | Accumulated Deficit | Common B Shares |
Beginning balance (in shares) at Dec. 31, 2019 | 50,000 | 1,111,681 | 0 | |||
Beginning balance at Dec. 31, 2019 | $ 12,887,000 | $ 0 | $ 1,000 | $ 92,268,000 | $ (79,382,000) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 1,035,000 | |||||
Issuance of common stock, net of issuance cost | 10,780,000 | $ 1,000 | 10,779,000 | |||
Issuance of common stock for restricted stock units (in shares) | 37,821 | |||||
Adjustment for fractional shares in reverse stock splits (in shares) | 7,131 | |||||
Convertible note exchange | 2,924,000 | 2,924,000 | ||||
Stock-based compensation | 2,978,000 | 2,978,000 | ||||
Net loss | (24,999,000) | (24,999,000) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 50,000 | 2,191,633 | 0 | |||
Ending balance at Dec. 31, 2020 | 4,570,000 | $ 0 | $ 2,000 | 108,949,000 | (104,381,000) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 6,102,027 | |||||
Issuance of common stock, net of issuance cost | 191,241,000 | $ 6,000 | 191,235,000 | |||
Issuance of common stock for restricted stock units (in shares) | 878,118 | |||||
Issuance of common stock for restricted stock units | 0 | $ 1,000 | (1,000) | |||
issuance of common stock in acquisition (in shares) | 5,833,333 | |||||
Issuance of common stock in acquisition | 200,959,000 | $ 6,000 | 200,953,000 | |||
Treasury stock purchases | (123,089) | 123,089 | ||||
Treasury stock purchases | (4,319,000) | $ (4,319,000) | ||||
Issuance of warrant | 19,700,000 | 19,700,000 | ||||
Stock-based compensation | 29,219,000 | 29,219,000 | ||||
Net loss | (9,725,000) | (9,725,000) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 50,000 | 14,882,022 | 123,089 | |||
Ending balance at Dec. 31, 2021 | $ 431,645,000 | $ 0 | $ 15,000 | $ 550,055,000 | $ (114,106,000) | $ (4,319,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (9,725) | $ (24,999) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 6,103 | 2,143 |
Amortization of debt discount | 4,386 | 2,027 |
Forgiveness of PPP Loan | (2,682) | 0 |
Bad debt expense | 0 | 311 |
Stock based compensation expense | 29,219 | 2,978 |
Impairment loss on inventory | 0 | 11,738 |
Impairment loss on property and equipment | 0 | 178 |
Loss (gain) from change in value of derivatives | 8,799 | (11) |
Gain from extinguishment of debt | 0 | (188) |
Deferred taxes | (22,545) | 0 |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts receivable | (9,756) | (1,236) |
(Increase) decrease in inventory | (53,226) | 24,282 |
Increase in prepaid expenses and other current assets | (1,102) | (2,236) |
(Increase) decrease in other assets | (4,528) | 87 |
Increase in other liabilities | 4,748 | 720 |
Increase (decrease) in accounts payable and accrued liabilities | 3,013 | 1,349 |
Increase in floor plan trade note borrowings | 15,119 | 0 |
Net cash (used in) provided by operating activities | (32,177) | 17,143 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash used for acquisitions; net of cash received | (371,314) | 0 |
Proceeds from sales of property and equipment | 0 | 38 |
Technology development | (1,871) | (2,145) |
Purchase of property and equipment | (5,646) | (175) |
Net cash used in investing activities | (378,831) | (2,282) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible note | 0 | 8,272 |
Proceeds from senior secured debt | 261,451 | 0 |
Repayments of notes payable | (10,413) | (1,768) |
Increase (decrease) in borrowings from non-trade floor plans | 17,187 | (40,533) |
Proceeds from PPP Loan | 0 | 5,178 |
Proceeds from sale of common stock | 191,241 | 10,780 |
Net cash provided by (used in) financing activities | 459,466 | (18,071) |
NET CHANGE IN CASH | 48,458 | (3,210) |
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD | 3,516 | 6,726 |
CASH AND RESTRICTED CASH AT END OF PERIOD | $ 51,974 | $ 3,516 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business RumbleOn, Inc. was incorporated in October 2013 under the laws of the State of Nevada. We are the nation’s first Omnichannel marketplace platform in powersports, leveraging proprietary technology to transform the powersports supply chain from acquisition of supply through distribution of retail and wholesale. RumbleOn, Inc. provides an unparalleled technology suite, national footprint of physical locations, and full line manufacturer representation to transform the entire customer journey and experience worldwide through technology. Headquartered in the Dallas Metroplex, RumbleOn, Inc. is revolutionizing the customer experience for outdoor enthusiasts across the country and making powersport vehicles accessible to more people, in more places than ever before. On August 31, 2021 (the “Closing Date”), RumbleOn, Inc. completed its business combination with RideNow Powersports, the nation's largest powersports retailer group (“RideNow”) (refer to Note 2 - Acquisition). Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. In particular, the novel coronavirus (“COVID-19”) pandemic and the resulting adverse impacts to global economic conditions, as well as the Company’s operations, may impact future estimates including, but not limited to, the allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges, the effectiveness of the company’s hedging instruments, deferred tax valuation allowances, and discount rate assumptions. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Amounts and percentages may not total due to rounding. Cash and Cash Equivalents The Company considers all cash accounts and all highly liquid short-term investments purchased with an original maturity of three months or less to be cash or cash equivalents. As of December 31, 2021, and 2020, the Company did not have any investments with maturities greater than three months. At times, the Company has cash balances in domestic bank accounts that exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses related to these cash concentrations. The Company only uses highly rated financial institutions to hold its cash deposits. Restricted Cash Amounts included in restricted cash primarily represent the deposits required under the Company's short-term revolving facilities and any undistributed amounts collected on the finance receivables pledged under the Company's finance receivable facilities as explained in Note 9- Notes Payable and Lines of Credit. Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes certain amounts due from third-party finance providers and customers, and other miscellaneous receivables. The allowance for doubtful accounts is estimated based on historical experience and trends. Accounts receivable, net of an allowance for doubtful accounts, includes certain amounts due from customers. The Company estimates the allowance for doubtful accounts for accounts receivable by considering a number of factors, including overall credit quality, age of outstanding balances, historical write-off experience and specific account analysis that projects the ultimate collectability of the outstanding balances. Ultimately, actual results could differ from these assumptions. Inventory Vehicle inventory is accounted for pursuant to ASC 330, Inventory and consists of vehicles held for sale or currently undergoing reconditioning and is stated at the lower of cost or net realizable value (“NRV”). Vehicle inventory cost is determined by specific identification. Parts, labor and overhead costs associated with reconditioning vehicles, as well as other incremental expenses associated with acquiring and reconditioning vehicles, are included in inventory. Each reporting period, the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or NRV through cost of revenue in the accompanying Consolidated Statements of Operations. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the shorter of the asset’s estimated useful life or the lease term, if applicable. Estimated Useful Lives Life Buildings 25 years Leasehold Improvements 15 years Furniture, fixtures and equipment 3-15 years Property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Impairments are recognized when the sum of undiscounted estimated cash flows expected to result from the use of the asset is less than the carrying value of the asset. Costs of significant additions, renewals, and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred. See Note 6 — Property and Equipment, Net for additional information on property and equipment. Technology Development Costs Technology development costs are accounted for pursuant to ASC 350, Intangibles - Goodwill and Other. Technology development costs include internally developed software and website applications that are used by the Company for its own internal use and to provide services to its customers, which include consumers, dealer partners and ancillary service providers. Technology and content costs for design, maintenance and post-implementation stages of internal-use software and general website development are expensed as incurred. For costs incurred to develop new website functionality as well as new software products and significant upgrades to existing internally used platforms or modules, capitalization begins during the application development stage and ends when the software is available for general use. Capitalized technology development is amortized on a straight-line basis over periods ranging from three Accounting for Business Combinations Business acquisitions are accounted for under the acquisition method of accounting, whereby the Company measures and recognizes the fair value of assets acquired and liabilities assumed at the date of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of comprehensive income. During the year ended December 31, 2021, the Company continued its assessment of the preliminary purchase price allocation recorded at the acquisition date for RideNow and made a measurement period adjustment to the preliminary purchase price allocation which resulted in an increase to inventory of $1,768. We use the income approach to determine the fair value of certain identifiable intangible assets including franchise rights. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. We base our assumptions on estimates of future cash flows, expected growth rates, expected retention rates, etc. We base the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. We believe the estimated purchased franchise rights, non-competition agreements and other intangible asset amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets. Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of December 31, or whenever events or changes in circumstances indicate that an impairment may exist. We have three reportable segments as defined in generally accepted accounting principles for segment reporting: (1) powersports, (2) automotive and (3) vehicle logistics. Management analyzes goodwill associated with these segments for potential impairment. The Company first assesses qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. No impairment charges related to goodwill were recognized during the years ended December 31, 2021 or 2020. Intangible assets are recognized and recorded at their acquisition date fair values. Indefinite-lived intangible assets consist primarily of franchise rights, and definite-lived intangible assets consist primarily of non-compete agreements, which are amortized on a straight-line basis over the relevant contractual terms. No impairment charges related to intangible assets were recognized during the years ended December 31, 2021 or 2020. Leases The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in right-of-use assets, current portion lease liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. The Company's finance leases are included in property and equipment and financing lease liabilities on the accompanying consolidated balance sheets. Other Assets Other assets consist of various items, including, among other items debt issuance with an debt instruments. Accrued Liabilities Accrued liabilities consist of various items payable within one year, including, among other items, accruals for capital expenditures, sales tax, compensation and benefits, vehicle licenses and fees, interest expense, reserves for returns and cancellations, and advertising expenses. Revenue Recognition The Company’s revenue consists primarily of pre-owned and wholesale vehicle sales as well as vehicle logistics and transportation services. See Note 3 – Revenue for additional information on our significant accounting policies related to revenue recognition. Cost of Revenue Cost of vehicle sales includes the cost to acquire vehicles and the reconditioning and transportation costs associated with preparing the vehicles for resale. Reconditioning costs include parts, labor, overhead costs, and other vehicle repair expenses directly attributable to specific vehicles. Transportation costs consist of costs incurred to transport the vehicles from the point of acquisition. Cost of revenue also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Selling, General and Administrative Expenses Selling, general and administrative expenses include costs and expenses for compensation and benefits, advertising to consumers and dealers, development and operating our product procurement and distribution system, managing our logistics system, transportation cost associated with selling vehicles, establishing our dealer partner arrangements, and other corporate overhead expenses, including expenses associated with technology development, legal, accounting, finance, and business development. Advertising and Marketing Expenses Advertising and marketing costs are expensed as incurred and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Advertising and marketing expenses were $14,425 and $5,287 for the years ended December 31, 2021 and 2020, respectively. Stock-Based Compensation Stock-based compensation represents the cost related to stock-based awards granted to employees and non-employee directors. The Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes the cost on a straight-line basis, net of estimated forfeitures, over the grantee’s requisite service period, which is generally the vesting period of the award. The Company estimates the fair value of stock options using th e Black-Scholes option valuation model while market-condition based awards are estimated using a Monte Carlo simulation model as these awards are tied to a market condition. Key assumptions used in estimating the fair value of options are dividend yield, expected volatility, risk-free interest rate and expected term. We record deferred tax assets for awards that result in deductions on our income tax returns, based on the amount of compensation expense recognized and the statutory tax rate in the jurisdiction in which we will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the income tax return are recorded in income tax expense. See Note 11 – Stockholders’ Equity for additional information on stock-based compensation. Defined Contribution Plan The Company sponsors the RumbleOn, Inc. 401(k) Plan and RumbleOn 401(k) Plan (the "Retirement Savings Plans"), for eligible employees. Employees electing to participate in the Retirement Savings Plans may contribute up to 75% of their annual eligible compensation. T he Company provides matching contributions of 25% match for employee contributions, up to a maximum matching contribution of $2 thousand per employee annually. Employer contributions to the plan, net of forfeitures, were approximately $722 for the year ended December 31, 2021. There was no employer matching in the year-ended December 31, 2020. Employer contributions are included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. ASC Topic 820-10-30-2, Fair Value Measurement establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. Observable inputs are from sources independent of the Company, whereas unobservable inputs reflect the Company's assumptions about the inputs market participants would use in pricing the asset or liability developed on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Other than quoted prices that are observable in the market for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs are unobservable and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging (“ASC 815”) to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”). Under the ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer's economic interest cost. The effect of ASC 470-20 on the accounting for our convertible debt instruments is that the equity component is required to be included in the additional paid-in capital section of stockholders' equity on the consolidated balance sheets and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component of the notes. As a result, we are required to record non-cash interest expense as a result of the amortization of the discounted carrying value of the convertible debt to their face amount over the term of the convertible debt. From time to time, the Company has issued convertible notes that have conversion prices that create an embedded beneficial conversion feature pursuant to the guidelines established by the ASC Topic 470-20. The Beneficial Conversion Feature (“BCF”) of a convertible security is normally characterized as the convertible portion or feature of certain securities that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible security when issued and also records the estimated fair value of any conversion feature issued with those securities. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The debt discount is amortized to interest expense over the life of the note using the effective interest method. The Company calculates the fair value of the conversion feature embedded in any convertible security using an open-form binomial option pricing model (“lattice model”) that simulates, in a non-linear, risk-neutral framework, the stock price of the Company’s common stock. Common Stock Warrants The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in Accounting Standards Codification (ASC) 815, Derivatives and Hedging – Contracts in Entity's Own Equity (“ASC 815”), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) provided that such warrants are indexed to the Company's own stock is classified as equity. The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company's control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company's freestanding derivatives financing satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company's own stock. There are 16,530 warrants to purchase common stock outstanding at December 31, 2021 consisting of: (i) 10,913 warrants issued to underwriters in connection with the October 23, 2017 public offering of Class B common stock; (ii) 5,617 warrants issued to Hercules in connection with the 2018 financings. During the year ended December 31, 2021, the Company issued warrants (the “Oaktree Warrants”) to purchase $40,000 of shares of Class B common stock to Oaktree Capital Management, L.P. and its lender affiliates connection with providing the debt financing for the RideNow transaction. In August 2021, the exercise price of the warrants was set at $33.00 per share and the aggregate number of shares of Class B common stock underlying the Oaktree Warrants was 1,212,121. Debt Issuance Costs Debt issuance costs are accounted for pursuant to FASB ASU 2015-3 , Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-3”). ASU 2015-3 requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Income Taxes The Company follows ASC Topic 740, Income Taxes (“ASC 740”), for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC 740 only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2021, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax positions within the next 12 months. Loss Per Share The Company follows the FASB Accounting Standards Codification (“ASC”) Topic 260, Earnings per share . Basic earnings per common share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Common share and dilutive common share equivalents include: (i) Class A common: (ii) Class B common; (iii) Class B participating preferred shares; (iv) restrictive stock units; (v) stock options; (vi) warrants to acquire Class B common stock; and (vii) shares issued in connection with convertible debt. Recent Pronouncements Adoption of New Accounting Standards. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 for its fiscal year beginning January 1, 2021 and it did not have a material effect on its consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS RideNow Transaction On the Closing Date, RumbleOn completed its business combination with RideNow (“RideNow Transaction”). Pursuant to the Plan of Merger and Equity Purchase Agreement as amended (the “RideNow Agreement”), on the Closing Date, there were both mergers and transfers of ownership interest comprising in aggregate the RideNow Transaction. For the mergers, five newly-created RumbleOn subsidiaries were merged with and into five RideNow entities (“Merged RideNow Entities”) with the Merged RideNow Entities continuing as the surviving corporations and with the Company obtaining ownership of these entities through these mergers and the transfers noted below. Merged RideNow Entities owned powersports retail locations approximately 30% of RideNow retail location. For the transfers of ownership interest, the Company acquired all the outstanding equity interests of 21 entities comprising the remaining 70% of the RideNow’s retail locations (“Acquired RideNow Entities”, and together with the Merged RideNow Entities, the “RideNow Entities”) that directly or indirectly operate the remaining RideNow powersports retail locations. Pursuant to the RideNow Agreement, on the Closing Date, the RideNow equity holders received cash consideration of $400,400 and 5,833,333 shares of RumbleOn’s Class B Common Stock, valued at $200,958 based on the close price of the Company’s Class B Common Stock on the Closing Date. The cash consideration of $400,400 includes funds against which the Company may make claims for indemnification; this amount is included in consideration transferred. The cash consideration for the RideNow Transaction was funded from (i) the Company’s underwritten public offering of 5,053,029 shares of Class B common stock, which resulted in net proceeds of approximately $154,443 (the “August 2021 Offering”), and (ii) net proceeds of approximately $261,000 pursuant to the Oaktree Credit Facility entered into on the Closing Date (as further described in Note 9 - Notes Payable and Lines of Credit, the (“Oaktree Credit Agreement”). The remaining funds received from these financing transactions were used for working capital purposes. The following table summarizes the provisional consideration for the acquisitions: Cash $ 400,400 Class B Common Stock 200,958 Total provisional purchase price consideration $ 601,358 The final purchase price allocation will be completed upon payment of final consideration for working capital and other adjustments. RideNow is included in the Powersports reporting segment, including goodwill, as the RideNow business is entirely within the Company’s Powersports segment. As of December 31, 2021, we have performed an initial valuation of the amounts below; however, our assessment of these amounts remains open for completion. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The final purchase price allocation may include changes to: (1) property and equipment; (2) right-of-use assets and lease liabilities; (3) deferred tax liabilities, net; (4) allocations to intangible assets as well as goodwill; (5) final consideration paid related to working capital and other adjustments; and (6) other assets and liabilities. We are required to finalize our purchase price allocations within one year after the Closing Date. The following amounts represent the preliminary determination of the fair value of the identifiable assets acquired and liabilities assumed from RideNow. Any potential adjustments made could be material in relation to the preliminary values presented below. Estimated fair value of assets acquired: Cash $ 34,454 Contracts in transit 10,878 Accounts receivable 10,124 Inventory 127,080 Prepaid expenses 1,785 Right-of-use assets 126,886 Property & equipment 15,509 Franchise rights 282,000 Other intangible assets, net 22,129 Other assets 119 Total assets acquired 630,964 Estimated fair value of liabilities assumed: Accounts payable, accrued expenses and other current liabilities 43,409 Notes payable - floor plan 47,161 Lease liabilities 130,181 Notes payable 6,549 Deferred tax liabilities 30,548 Other long-term liabilities 6,210 Total liabilities assumed 264,058 Total net assets acquired 366,906 Goodwill 234,452 Total consideration $ 601,358 The Company assumed two promissory notes liabilities with aggregate principal and accrued interest of $2,200 as of the Closing Date due to entities controlled by William Coulter and/or Mark Tkach. See Footnote 18 for further details of these two related party promissory notes. The results of operations of RideNow from the Closing Date are included in the accompanying Consolidated Financial Statements. Acquisition related costs of $4,281 were incurred for the year ended December 31, 2021 and are included in Selling, General and Administrative expenses in the Consolidated Statement of Operations. In addition, the Company elected to accelerate the vesting of restricted stock units (“RSUs”) and grant other stock awards in connection with the RideNow Transaction. The total value of these awards of $23,943 is reported within selling, general and administrative expense in the Consolidated Statement of Operations. Supplemental pro forma information (Unaudited) The following unaudited supplemental pro forma information presents the financial results as if the RideNow Transaction was completed at January 1, 2020. Pro forma net income for the year ended December 31, 2021 includes income tax benefit of $2,706 reported in the Consolidated Statements of Operations. December 31, 2021 2020 Pro forma revenue $ 1,650,625 $ 1,348,211 Pro forma net income $ 45,565 $ 18,854 Net income per share-basic $ 6.58 $ 8.63 Weighted average number of shares-basic 6,920,318 2,184,441 Net income per share-fully diluted $ 6.42 $ 5.75 Weighted average number of shares-fully diluted 7,099,041 3,279,699 Pro forma adjustments for the year ended December 31, 2021 and 2020, primarily include: December 31, 2021 2020 Stock compensation and other administrative costs $ 29,219 $ 3,175 Depreciation and amortization $ 13,199 $ 13,607 Interest expense $ 40,347 $ 47,312 Income tax provision (benefit) $ (2,706) $ 6,305 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Our revenue consists of new vehicles sales, retail and wholesale used vehicle sales, sales of finance and insurance products and sales of parts, service, accessories and apparel. New and Used Powersports Vehicles The Company sells new and used powersports vehicles. The transaction price for a powersports vehicle sale is determined with the customer at the time of sale. Customers often trade in their own powersports vehicle to apply toward the purchase of a retail new or used powersports vehicle. The “trade-in” powersports vehicle is a type of noncash consideration measured at fair value, based on external and internal market data for a specific powersports vehicle, and applied as payment of the contract price for the purchased powersports vehicle. When the Company sells a new or used powersports vehicle, transfer of control typically occurs at a point in time upon delivery of the vehicle to the customer, which is generally at the time of sale, as the customer is able to direct the use of and obtain substantially all benefits from the powersports vehicle at such time. Except for limited circumstances, the Company does not directly finance its customer’s purchases or provide leasing. In many cases, the Company arranges third- party financing for the retail sale or lease of powersports vehicles to customers in exchange for a fee paid to the Company by a third-party financial institution. The Company receives payment directly from the customer at the time of sale or from a third-party financial institution (referred to as contracts-intransit) within a short period of time following the sale. The Company establishes provisions, which are not significant, for estimated returns and warranties on the basis of both historical information and current trends. Parts and Service The Company sells parts and vehicle services related to customer-paid repairs and maintenance, repairs and maintenance under manufacturer warranties and extended service contracts, and collision-related repairs. The Company also sells parts through wholesale and retail counter channels. Each repair and maintenance service is a single performance obligation that includes both the parts and labor associated with the vehicle service. Payment for each vehicle service work is typically due upon completion of the service, which is generally completed within a short period from contract inception. The transaction price for repair and maintenance services is based on the parts used, the number of labor hours applied, and standardized hourly labor rates. The performance obligation for repair and maintenance service are satisfied over time and create an asset with no alternative use and with an enforceable right to payment for performance completed to date. Revenue is recognized over time based on a direct measurement of labor hours, parts and accessories that are allocated to open service and repair orders at the end of each reporting period. As a practical expedient, the time value of money is not considered since repair and maintenance service contracts have a duration of one year or less. The transaction price for wholesale and retail counter parts sales is determined at the time of sale based on the quantity and price of each product purchased. Payment is typically due at time of sale, or within a short period following the sale. The Company establishes provisions, which are not significant, for estimated parts returns based on historical information and current trends. Delivery method of wholesale and retail counter parts vary. The Company generally considers control of wholesale and retail counter parts to transfer when the products are shipped, which typically occurs the same day as or within a few days of sale. The Company also offers customer loyalty points for parts and services for select franchises. The Company satisfies its performance obligations and recognizes revenue when the loyalty points are redeemed. Amounts deferred related to the customer loyalty programs are insignificant. Finance and Insurance The Company sells and receives commissions on the following types of finance and insurance products: extended service contracts, maintenance programs, guaranteed auto protection, tire and wheel protection, and theft protection products, among others. The Company offers products that are sold and administered by independent third parties, including the vehicle manufacturers’ captive finance subsidiaries. Pursuant to the arrangements with these third-party providers, the Company sells the products on a commission basis. For the majority of finance and insurance product sales, the Company’s performance obligation is to arrange for the provision of goods and services by another party. The Company’s performance obligation is satisfied when this arrangement is made, which is when the finance and insurance product is delivered to the end customer, generally at the time of the vehicle sale. As agent, the Company recognizes revenue in the amount of any fee or commission to which it expects to be entitled, which is the net amount of consideration that it retains after paying the third-party provider the consideration received in exchange for the goods or services to be fulfilled by that party. The Company’s customers are concentrated in the Sunbelt region. There are no significant judgements or estimates required in determining the satisfaction of the performance obligations or the transaction price allocated to the performance obligations. As revenue are recognized at a point-in-time, costs to obtain the customer (i.e. commissions) do not require capitalization. Vehicle Logistics Vehicle logistics revenue is generated primarily by entering into freight brokerage agreements with dealers, distributors, or private party individuals to transport vehicles from a point of origin to a designated destination. The Company’s subsidiary, Wholesale Express, provides these services. The transaction price is based on the consideration specified in the customer's contract. A performance obligation is created when the customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. The freight brokerage agreements are fulfilled by independent third-party transporters. While the Company is primarily responsible for fulfilling to customers, these transporters are obligated to meet our performance obligations and standards. Performance obligations are short-term, with transit days less than one week. Generally, customers are billed either upon shipment of the vehicle or on a monthly basis, and remit payment according to approved payment terms, generally not to exceed 30 days. Revenue is recognized as risks and rewards of transportation of the vehicle are transferred to the owner during delivery. Wholesale Express is considered the principal in the delivery transactions since it is primarily responsible for fulfilling the service. As a result, revenue is recorded gross. Disaggregation of Revenue The significant majority of the Company’s revenue is from contracts with customers. In the following tables, revenue is disaggregated by major lines of goods and services and timing of transfer of goods and services. We have determined that these categories depict how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors. Revenue from contracts with customers consists of the following: December 31, 2021 2020 Revenue New vehicles $ 169,632 $ — Used vehicles Powersports 153,671 46,654 Automotive 460,888 337,085 Total used vehicles 614,559 383,739 Total new and used vehicles 784,191 383,739 Parts, service and accessories 66,969 — Vehicle logistics 43,878 31,816 Finance and insurance 43,402 872 Total revenue 938,440 416,427 Timing of revenue recognition Goods and services transferred at a point in time 897,019 416,427 Good and services transferred over time 41,421 — Total revenue $ 938,440 $ 416,427 |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET Accounts receivable consists of the following as of December 31, 2021 2020 Contracts in transit $ 9,141 $ — Trade receivables 20,061 8,859 Factory receivables (1) 4,003 — Finance receivables (2) 7,622 2,118 40,827 10,977 Less: allowance for doubtful accounts 661 1,569 $ 40,166 $ 9,408 (1) Factory receivables represents amounts due primarily from manufacturer for holdbacks, rebates, co-op advertising, warranty and supplies returns. (2) Finance receivables originated in connection with the Company’s vehicle sales. The allowance for doubtful accounts was approximately $661 and $1,569 as of December 31, 2021 and 2020, respectively. Finance receivables are stated net of allowance for doubtful accounts. The Company uses the allowance method to account for uncollectible finance receivables. The allowance for doubtful accounts is increased by charges to bad debt expense and decreased by actual write-offs (net of recoveries). A receivables is written off when the Company determines it is uncollectible. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past collection experience, knowledge of the customer, and aging of the receivables. During the years ended December 31, 2021 and 2020, management wrote of $76 and $296, respectively, of finance receivables considered to be uncollectible. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory, net of reserves, consists of the following as of December 31, 2021 2020 New powersport vehicles $ 68,244 $ — Pre-owned vehicles: Powersport vehicles 77,418 1,870 Automobiles 32,512 19,490 Parts, accessories and other 23,492 — $ 201,666 $ 21,360 Floor plan notes payable as of December 31, 2021 2020 Floor plans notes payable - trade $ 15,119 $ — Floor plans notes payable - non-trade 82,159 17,812 Floor plan notes payable $ 97,278 $ 17,812 Floor plan notes payable - trade reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventory with corresponding manufacturers' captive finance subsidiaries (“trade lenders”). Floor plan notes payable-non-trade represents amounts borrowed to finance the purchase of specific new and used vehicle inventories with non-trade lenders. Changes in vehicle floor plan notes payable- trade are reported as operating cash flows and changes in floor plan notes payable-non-trade are reported as financing cash flows in the accompanying Consolidated Statements of Cash Flows. New inventory costs are generally reduced by manufacturer holdbacks, incentives, floor plan assistance, and non-reimbursement-based manufacturer advertising rebates, while the related vehicle floor plan payables are reflective of the gross cost of the vehicle. The vehicle floor plan payables, as shown in the above table, will generally also be higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability. Vehicle floor plan facilities are due on demand, but in the case of new vehicle inventories, are generally paid within several business days after the related vehicles are sold. Vehicle floor plan facilities are primarily collateralized by vehicle inventories and related receivables. New vehicle floor plan facilities generally utilize LIBOR or ADB (Average Daily Balance)-based interest rates, which generally ranged between 5% and 7% as of December 31, 2021. Used vehicle floor plan facilities generally utilize prime, LIBOR or ADB-based interest rates, which ranged between 4.75% and 8% as of December 31, 2021. The aggregate capacity to finance our inventory under the new and used vehicle floor plan facilities was $274,468 as of December 31, 2021. The Company cannot predict the effect of the discontinuance of LIBOR or the establishment and use of alternative rates or benchmarks on interest expense as of December 31, 2021. The Company is evaluating alternative benchmarks, which may include the Secured Overnight Financing Rate (“SOFR”). Inventory serves as collateral under floor plan notes payable borrowings. The inventory balance in its entirety also serves as collateral under the Oaktree Credit Facility. Refer to Note 9 - Notes Payable and Lines of Credit for further detail. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET The following table summarizes property and equipment, net of accumulated depreciation and amortization as of December 31, 2021 2020 Buildings and improvements $ 3,240 $ — Leasehold improvements 7,097 321 Equipment 4,367 — Furniture and fixtures 312 191 Technology development 12,879 11,008 Vehicles 1,525 241 Total property and equipment 29,420 11,761 Less: accumulated depreciation and amortization 8,003 5,240 Total $ 21,417 $ 6,521 Depreciation expense was $6,103 in 2021 and $2,143 in 2020. Total technology development costs incurred was $2,707 and $3,530 for the year ended December 31, 2021 and 2020, respectively. Of the total development costs incurred, approximately $1,266 and $2,145, was capitalized in the year ended December 31, 2021 and 2020, respectively. Approximately $1,441 and $1,385, was recorded as amortization expense related to capitalized technology development costs in the years ended December 31, 2021 and 2020, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL The following is a summary of the changes in the carrying amount of goodwill, franchise rights and other and other intangible assets as of December 31, 2021 2020 Goodwill $ 260,922 $ 26,887 Other intangible assets Franchise rights - indefinite life $ 282,350 $ — Other intangibles 22,175 46 304,525 46 Less: accumulated amortization 2,459 — Intangible assets, net $ 302,066 $ 46 Other intangibles of $22,175 is primarily comprised of assets related to non-compete agreements as of December 31, 2021. The Company evaluates intangible assets for impairment at least annually, or when triggering events occur. No triggering events or impairment was noted as of December 31, 2021. The following is a summary of the changes in the carrying amount of goodwill by reportable segment during the years ended December 31, 2021 and 2020. Powersports Automotive Vehicle Logistics Total Balance at December 31, 2019 $ — $ 26,039 $ 848 $ 26,887 Acquisitions — — — — Impairment — — — — Measurement period adjustment — — — — Balance at December 31, 2020 — 26,039 848 26,887 RideNow acquisition 234,035 — — 234,035 Impairment — — — — Measurement period adjustment — — — — Balance at December 31, 2021 $ 234,035 $ 26,039 $ 848 $ 260,922 Goodwill associated with the RideNow acquisition of $234,035 represents the preliminary determination of fair value as of December 31, 2021. We expect to finalize the purchase price allocation process for the RideNow acquisition in 2022 as we complete our review of fair values. We are required to finalize our purchase price allocations within one year after the Closing Date. A total of $148,500 of Goodwill at December 31, 2021 is non-deductible for tax purposes, which is comprised of goodwill associated with the RideNow acquisition of $125,400 and Wholesale Express of $23,100. Estimated annual amortization expense related to other intangibles: 2022 $ 9,422 2023 7,376 2024 2,918 2025 — 2026 — Thereafter — $ 19,716 |
ACCOUNTS PAYABLE AND OTHER ACCR
ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES | ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES The following table summarizes accounts payable and other accrued liabilities as of December 31, 2021 and 2020: 2021 2020 Accounts payable $ 10,028 $ 8,168 Accrued interest 3,649 1,486 Accrued payroll 9,449 1,080 Customer deposits 5,732 — State and local taxes 8,287 856 Professional fees 5,637 112 Other accrued expenses 14,286 861 Total $ 57,068 $ 12,563 |
NOTES PAYABLE AND LINES OF CRED
NOTES PAYABLE AND LINES OF CREDIT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND LINES OF CREDIT | NOTES PAYABLE AND LINES OF CREDIT Notes payable consisted of the following as of December 31, 2021 2020 Term loan credit agreement with Oaktree dated August 31, 2021. Amortization payments are required quarterly commencing in the quarter ending December 31, 2021. The Initial Loan Term Facility matures on August 31, 2026. The interest rate as of December 31, 2021 was 9.25%. $ 253,438 $ — Notes Payable-PPP Loans dated May 1, 2020 with maturity of April 1, 2025. Payments of principal and interest were deferred as of December 31, 2021 while the outstanding principal balance is under Small Business Administration (“SBA”) review. 2,534 5,177 Unsecured note payable to P&D Motorcycles in the original amount of $1,724 with interest rate of 4% through maturity which is July 1, 2022. 1,031 — Secured notes payable-NextGen dated February 8, 2017. Matured on January 31, 2021. — 833 Notes payable-private placement dated March 31, 2017. Matured on June 30, 2021. — 669 Line of Credit-RumbleOn Finance. Line of credit secured by the loans and other assets of RumbleOn Finance, LLC. Interest rate at December 31, 2021 was 7.25%. — 889 Unsecured notes payable to RideNow Management, LLLP, a related party through equal ownership by two directors; monthly principal payments ranging from $7 to $13; interest accruing at rates ranging from LIBOR+0.6% to LIBOR+1.3%. 907 — Total notes payable and lines of credit 257,910 7,568 Less: Current portion of notes payable 4,322 2,877 Long-term debt, net of current portion $ 253,588 $ 4,691 As of December 31, 2021, future principal debt payments are due as follows: 2022 $ 4,322 2023 150 2024 — 2025 — 2026 253,438 Total debt payments $ 257,910 Floor plan notes payable as of December 31, 2021 2020 Floor plans notes payable - trade $ 15,119 $ — Floor plans notes payable - non-trade 82,159 17,812 Floor plan notes payable $ 97,278 $ 17,812 Floor plan notes payable-trade reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventory with corresponding manufacturers' captive finance subsidiaries (“trade lenders”). Floor plan notes payable-non-trade represents amounts borrowed to finance the purchase of specific new and used vehicle inventories with non-trade lenders. Changes in vehicle floor plan notes payable- trade are reported as operating cash flows and changes in floor plan notes payable-non-trade are reported as financing cash flows in the accompanying Consolidated Statements of Cash Flows. New inventory costs are generally reduced by manufacturer holdbacks, incentives, floor plan assistance, and non-reimbursement-based manufacturer advertising rebates, while the related vehicle floor plan payables are reflective of the gross cost of the vehicle. The vehicle floor plan payables, as shown in the above table, will generally also be higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability. Vehicle floor plan facilities are due on demand, but in the case of new vehicle inventories, are generally paid within several business days after the related vehicles are sold. Vehicle floor plan facilities are primarily collateralized by vehicle inventories and related receivables. New vehicle floor plan facilities generally utilize LIBOR or ADB (Average Daily Balance)-based interest rates, which generally ranged between 5% and 7% as of December 31, 2021. Used vehicle floor plan facilities generally utilize prime, LIBOR or ADB-based interest rates, which ranged between 4.75% and 8% as of December 31, 2021. The aggregate capacity to finance our inventory under the new and used vehicle floor plan facilities was $274,468 as of December 31, 2021. Term Loan Credit Agreement - Oaktree On August 31, 2021, the Company entered into the Oaktree Credit Agreement, which provides for secured credit facilities in the form of a $280,000 principal amount of initial term loans (the “Initial Term Loan Facility”) and a $120,000 in aggregate principal amount of delayed draw term loans (the “Delayed Draw Term Loans Facility”). The proceeds from the Initial Term Loan Facility was used to consummate the RideNow Transaction and to provide for working capital. The proceeds from the Delayed Draw Term Loans Facility, if drawn, will be used to finance acquisitions permitted by the Oaktree Credit Agreement and similar investments or “earn-outs” entered into in connection with acquisitions and to pay fees and expenses relating thereto. Loans under the Delayed Draw Term Loans Facility are subject to customary conditions precedent for facilities of this type including the need to meet certain financial tests and become available six (6) months after the Closing Date and are unavailable to be drawn after the eighteen (18) month anniversary of the Closing Date. The Oaktree Credit Facility also provides for incremental draws for up to an additional $100,000 in accordance with the terms set forth in the Oaktree Credit Agreement, which may be used for acquisitions or working capital. The loan is reported on the balance sheet as senior secured debt net of debt discount and debt issuance costs of $25,862, including the fair value of stock warrant of $10,950. Borrowings under the Oaktree Credit Facility bear interest at a rate per annum equal, at the Company’s option, to either (a) LIBOR (with a floor of 1.00%), plus an applicable margin of 8.25% or (b) a fluctuating adjusted base rate in effect from time to time, plus an applicable margin of 7.25%. At the Company’s option, one percent (1.00%) of such interest may be payable in kind. The interest rate on December 31, 2021, was 9.25%. Interest expense for the year December 31, 2021 was $10,580, which included amortization of $1,870 related to the discount and debt issuance costs. While the Oaktree Credit Agreement notes that SOFR may be selected as the alternative benchmark rate, this has not been determined as of December 31, 2021. As such, the Company cannot predict the effect of the discontinuance of LIBOR or the establishment and use of alternative rates or benchmarks on interest expense as of December 31, 2021. Obligations under the Oaktree Credit Agreement are secured by a first-priority lien on substantially all of the assets of the Company and its domestic wholly owned subsidiaries (the “Subsidiary Guarantors”) although certain assets of the Company and Subsidiary Guarantors are subject to a first-priority lien in favor of floor plan lenders, and such liens and priority are subject to certain other exceptions. The Subsidiary Guarantors also guarantee the obligations of the Company under the Oaktree Credit Agreement. In connection with Oaktree Credit Agreement, the Company issued warrants to purchase $40,000 of shares of Class B common stock to Oaktree Capital Management, L.P. and its lender affiliates (the “ Warrant”). The initial warrant liability and deferred financing charge recognized was $10,950. The warrant liability is subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of the change in derivative liability in the Consolidated Statements of Operations. The fair value of the Warrant was estimated using a Monte Carlo simulation based on a combination of level 1 and level 2 inputs. Upon closing of the RideNow Transaction, the warrants were considered equity linked contracts indexed to the Company’s stock and therefore met the equity classification guidance. As a result, the $19,700 was reclassified to additional paid-in-capital. The $10,950 deferred financing charge was reclassified as part of the debt discount related to the Oaktree Credit Agreement. The recognition of the warrant liability and deferred financing charge and the reclassification of the warrant liability to additional paid-in capital and the reclassification of the deferred financing charge to debt discount are non-cash items. Line of Credit-Floor Plan-NextGear On October 30, 2018, Wholesale, as borrower, entered into a floorplan vehicle financing credit line (the “NextGear Credit Line”) with NextGear. We ended borrowings under the NextGear Credit Line on August 31, 2021, at which point Wholesale entered into a floorplan vehicle financing credit line with AFC (the “AFC Credit Line”). Advances under the AFC Credit Line are limited to $29,000 as of December 31, 2021. Interest expense on the NextGear Credit Line and AFC Credit Line for the years ended December 31, 2021 and 2020, was $1,849 and $1,635, respectively. PPP Loans On May 1, 2020, the Company, and its wholly owned subsidiaries Wholesale and Wholesale Express (together, the “Subsidiaries”, and with the Company, the “Borrowers”), each entered into loan agreements and related promissory notes (the “SBA Loan Documents”) to receive U.S. Small Business Administration Loans (the “SBA Loans”) pursuant to the Paycheck Protection Program (the “PPP”) established under the CARES Act, in the aggregate amount of $5,177 (the “Loan Proceeds”). Pursuant to the terms of the SBA Loan Documents, the Borrowers can apply for and receive forgiveness for all, or a portion of |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | CONVERTIBLE NOTES As of December 31, 2021, the outstanding convertible promissory notes net of debt discount and issue costs are summarized as follows: December 31, 2021 December 31, 2020 Face Debt Carrying Face Debt Carrying Convertible senior notes $ 38,750 $ 9,508 $ 29,242 $ 38,750 $ 11,737 $ 27,013 Convertible notes-Autosport: $1,536 unsecured note 154 — 154 1,024 308 716 38,904 9,508 29,396 39,774 12,045 27,729 Less: Current portion 154 — 154 768 205 563 Long-term portion $ 38,750 $ 9,508 $ 29,242 $ 39,006 $ 11,840 $ 27,166 Convertible Senior Notes On May 9, 2019, the Company entered into a purchase agreement (the "Purchase Agreement") with JMP Securities LLC ("JMP Securities") to issue and sell $30,000 in aggregate principal amount of its 6.75% Convertible Senior Notes due 2024 (the "Old Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") (the "2019 Note Offering"). The Company paid JMP Securities a fee of 7.0% of the gross proceeds in the 2019 Note Offering. The proceeds for the 2019 Note Offering after deducting the initial purchaser's discounts, advisory fees, and related offering expenses, were approximately $27,386. The Old Notes were issued on May 14, 2019 pursuant to an Indenture (the "Old Indenture") by and between the Company and Wilmington Trust, National Association, as trustee (the "Trustee"). The Purchase Agreement included customary representations, warranties and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company agreed to indemnify JMP Securities against certain liabilities. The Old Notes bore interest at 6.75% per annum, payable semiannually on May 1 and November 1 of each year, beginning on November 1, 2019. The Old Notes could bear additional interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the Old Indenture or if the Old Notes were not freely tradeable as required by the Old Indenture. The Old Notes would have matured on May 1, 2024, unless earlier converted, redeemed or repurchased pursuant to their terms. The initial conversion rate of the Old Notes was 8.6956 shares of Class B Common Stock, per $1 principal amount of the Old Notes, subject to adjustment (which is equivalent to an initial conversion price of approximately $115.00 per share, subject to adjustment). The conversion rate was subject to adjustment in some events but would not have been adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Old Indenture), the Company would, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elected to convert its Old Notes in connection with such make-whole fundamental change. The Old Notes were not redeemable by the Company prior to the May 6, 2022. The Company could have redeemed for cash all or any portion of the Old Notes, at its option, on or after May 6, 2022 if the last reported sale price of the Company's Class B Common Stock had been at least 150.0% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100.0% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund was provided for the Old Notes. If redeemed, the Company would have made an interest make-whole payment to the converting holder equal to the sum of the present values of the scheduled payments of interest that would have been made on the Old Notes to be converted had such Old Notes remained outstanding from the conversion date through the earlier of the date that is two years after the conversion date and June 15, 2022. In connection with the 2019 Note Offering, the Company entered into a registration rights agreement with JMP Securities, pursuant to which the Company agreed to file with the SEC a resale shelf registration statement providing for the resale of the Old Notes and the shares of Class B Common Stock issuable upon conversion of the Old Notes. This resale registration statement was filed on August 22, 2019 and declared effective on August 30, 2019. On January 10, 2020, the Company entered into a Note Exchange and Subscription Agreement, as amended by a Joinder Agreement (together, the "New Note Agreement"), with the investors in the 2019 Note Offering, pursuant to which the Company agreed to complete (i) a note exchange pursuant to which $30,000 of the Old Notes would be cancelled in exchange for a new series of 6.75% Convertible Senior Notes due 2025 (the "New Notes," and together with the Old Notes, the "Notes") and (ii) the issuance of additional New Notes in a private placement in reliance on the exemption from registration provided by Rule 506 of Regulation D of the Securities Act as a sale not involving any public offering (the "2020 Note Offering"). On January 14, 2020, the Company closed the 2020 Note Offering. The proceeds for the 2020 Note Offering after deducting for payment of accrued interest on the Old Notes and offering-related expenses were approximately $8,272. The New Notes were issued on January 14, 2020 pursuant to an Indenture (the "New Indenture"), by and between the Company and the Trustee. The New Note Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The New Notes bear interest at 6.75% per annum, payable semiannually on January 1 and July 1 of each year, beginning on July 1, 2020. The New Notes may bear additional interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the New Indenture or if the New Notes are not freely tradeable as required by the New Indenture. The New Notes mature on January 1, 2025, unless earlier converted, redeemed or repurchased pursuant to their terms. The initial conversion rate of the New Notes is 25 shares of Class B Common Stock per $1,000 principal amount of New Notes, which is equal to an initial conversion price of $40.00 per share. The conversion rate is subject to adjustment in certain events as set forth in the New Indenture but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a "make-whole fundamental change" (as defined in the New Indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its New Notes in connection with such make-whole fundamental change. Before July 1, 2024, the New Notes will be convertible only under circumstances as described in the New Indenture. No adjustment to the conversion rate as a result of conversion or a make-whole fundamental change adjustment will result in a conversion rate greater than 62.0 shares per $1,000 in principal amount. The New Indenture contains a "blocker provision" which provides that no holder (other than the depository with respect to the notes) or beneficial owner of a New Note shall have the right to receive shares of the Class B Common Stock upon conversion to the extent that, following receipt of such shares, such holder or beneficial owner would be the beneficial owner of more than 4.99% of the outstanding shares of the Class B Common Stock. The New Notes are subject to events of default typical for this type of instrument. If an event of default, other than an event of default in connection with certain events of bankruptcy, insolvency or reorganization of the Company or any significant subsidiary, occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding New Notes by notice to the Company and the Trustee, may declare 100.0% of the principal of and accrued and unpaid interest, if any, on all the New Notes then outstanding to be due and payable. The New Notes also contain conversion features related to certain events, which include liquidation or dissolution, as well as fundamental changes to the structure or ownership of the Company. In connection with the 2020 Note Offering, on January 14, 2020, the Company entered into a registration rights agreement with the Note Investors, pursuant to which the Company has agreed to file with the SEC a shelf registration statement registering the sale, on a continuous or delayed basis, of all of the New Notes and to use its commercially reasonable efforts to cause the shelf registration statement to become or be declared effective under the Securities Act no later than May 29, 2020 (which date was adjusted for certain intervening events, including the COVID-19 pandemic). The registration statement was filed on June 19, 2020 and declared effective on June 30, 2020. In connection with the filing of the registration statement, the Company deregistered the Old Notes previously registered for resale. The Company accounted for the exchange of the Old Notes and the issuance of the New Notes in accordance with the conversion guidance in ASC 470-20 "Debt – Debt with Conversion and Other Option" (ASC 470-20) and determined that the exchange of the Old Notes for the New Notes required derecognition of the Old Notes given that the difference in the fair value of the embedded the conversion feature of the New Notes relative to the Old Notes was in excess of 10 percent of the Old Notes conversion feature fair value. In derecognizing the Old Notes, the Company recognized a gain of $188 equal to difference between the fair value of the Old Notes liability immediately prior to extinguishment and the carry amount of the liability component of the Old Notes, including any all-unamortized debt issuance costs during the year ended December 31, 2020. The remaining consideration of $2,593 was allocated to the reacquisition of the equity component and recognized as a reduction of stockholder's equity during the year ended December 31, 2020. The New Notes are not redeemable by the Company before January 14, 2023. The Company may redeem for cash all or any portion of the Convertible Senior Notes, at its option, on or after January 14, 2023 if the last reported sale price of the Class B common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Senior Notes. The Convertible Senior Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of current or future subsidiaries of the Company (including trade payables). The Convertible Senior Notes were accounted for in accordance with FASB ASC 470, Debt and ASC 815, Derivatives and Hedging , which required bifurcation of the liability and equity components. The Company determined the carrying amount of the liability component was $25,280 and represents the present value of the Convertible Senior Notes cash flows using an implied discount rate of 18.7% which is a yield applicable to similar debt instruments that do not have the conversion feature. After allocation of the initial proceeds to the liability components, the remaining amount was allocated to the equity component and recorded as additional paid in capital. The Company recorded $13,529 in total debt discount related to the Convertible Senior Notes which included $60 of debt issuance costs. The Company allocates costs related to the issuance of the Convertible Senior Notes to the liability and equity components using the same proportions as the initial carrying value of the Convertible Senior Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification The Company further valued a derivative liability in connection with the interest make-whole provision at $21 on the issuance date based on a lattice model. This amount was recorded as a debt discount and is amortized to interest expense over the term of the Convertible Senior Notes using the effective interest rate. The derivative liability is remeasured at each reporting date, and the change in fair value of $45 is included in change in derivative liability in the accompanying Consolidated Statements of Operations for the year ended December 31, 2021. The value of the derivative liability as of December 31, 2021 was $66. The interest expense recognized with respect to the Convertible Senior Notes for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 Contractual interest expense $ 2,616 $ 2,566 Amortization of debt discounts 2,229 1,867 Total $ 4,845 $ 4,433 Convertible Notes-Autosport USA On February 3, 2019, in connection with the Autosport Acquisition, the Company issued a (i) $500 Promissory Note and (ii) a $1,536 Convertible Note in favor of the seller. The $500 Promissory Note was repaid in full in 2020. The $1,536 Convertible Note matures on January 31, 2022 and accrues interest at a rate of 6.5% per annum. Any interest and principal due under the Convertible Note is convertible into shares of the Company’s Class B common stock at a conversion price of $115.00 per share, (i) at the Seller’s option, or (ii) at the Buyer’s option, on any day that (a) any portion of the principal of the Convertible Note remains unpaid and (b) the weighted average trading price of the Company’s Class B common stock on Nasdaq for the twenty (20) consecutive trading days preceding such day has exceeded $140.00 per share. The maximum number of shares issuable pursuant to the Convertible Note is 2,449 shares of the Company’s Class B common stock. Interest expense on the Convertible Note for years ended December 31, 2021 was $51 which included $37 of debt discount amortization as compared to interest expense of $188 which included $84 of debt discount amortization for the same periods of 2020. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Stock-Based Compensation On June 30, 2017, the Company’s shareholders approved a Stock Incentive Plan ( the “Plan”) allowing for the issuance of RSUs, stock options (“Options”), Performance Units, and other equity awards (collectively “Awards”). As of December 31, 2021, the number of shares authorized for issuance under the Plan was 2,700,000 shares of Class B common stock. To date, most RSU and Option awards are service/time based vested over a period of up to three years. The Company has also granted performance-based awards and market condition-based awards with vesting schedules that are typically dependent on achieving a particular objective within thirty-six months. In connection with the closing of the RideNow Transaction, the Company accelerated all the outstanding RSU awards for all participants and waived certain market-based share price hurdles for all market-based awards on the Closing Date. This waiver was accounted for as a modification of the awards. The fair value of the awards was remeasured as of effective date of the waiver, and the change in fair value was fully expensed during the year ended December 31, 2021 given the concurrent delivery of such shares. The Company estimates the fair value of all awards granted under the Plan on the date of grant. In the case of time or service based RSU awards, the fair value based on the share price of the Class B Common Stock on the date of the award. Performance Awards use the share prices of the Class B Common Stock but the Company, both at grant and each subsequent quarter, considers whether to a apply discount to the fair in situations where the Company believes there is risk that the relevant performance metrics may not be met. Options are calculated using the Black-Scholes option valuation model while market-condition based awards are estimated using a Monte Carlo simulation model as these awards are tied to a market condition. Both the Black-Sholes and Monte-Carlo simulations utilize multiple input variables to determine the probability of the Company’s Class B stock price being at certain prices over certain time periods, resulting in an implied value to the holder. In connection with the closing of the RideNow Transaction, the Company accelerated all the outstanding RSU awards for all participants and waived certain market-based share price hurdles for all market-based awards. On September 30, 2021, the Audit Committee approved the issuance of 154,731 shares of the Company’s Class B common stock as a gift of a death benefit to the estate of Mr. Steven R. Berrard, the Company’s former Chief Financial Officer and a director. Mr. Berrard was one of the Company’s founders. We generally expense the grant-date fair value of all awards on a straight-line basis over the vesting period. However, the acceleration of awards as described above resulted in the awards being expensed in the three-months ended September 30, 2021. The following table reflects the stock-based compensation: For the Years Ended December 31, 2021 2020 Restricted stock units $ 29,188 $ 2,957 Options 31 21 Total stock-based compensation $ 29,219 $ 2,978 As of December 31, 2021, there are 2,551 Options and 912,128 RSUs outstanding. The total unrecognized compensation expense related to outstanding equity awards was approximately $16,431 which the Company expects to recognize over a weighted-average period of approximately 17 months. As of December 31, 2021, unrecognized stock-based amortization related to outstanding RSU and stock awards and the related weighted-average period over which it is expected to be recognized subsequent to December 31, 2021 is presented in the table below. Total unrecognized equity will be adjusted for actual forfeitures. Unrecognized Remaining Restricted stock units $ 16,418 1.45 Options 13 0.32 Total unrecognized stock-based amortization $ 16,431 1.45 Restricted Stock Units RSU activity during the years ending December 31, 2021 and 2020 was as follows: Number of Weighted Outstanding at December 31, 2019 129,938 $ 99.00 Granted 416,435 6.60 Vested (35,274) 87.91 Forfeited (67,256) 98.53 Outstanding at December 31, 2020 443,843 13.26 Granted 1,320,782 37.03 Vested (723,334) 32.52 Forfeited (129,163) 15.86 Outstanding at December 31, 2021 912,128 $ 37.48 Expected to vest 912,128 $ 37.48 Non-qualified Stock Options Non-qualified stock options allow recipients to purchase shares of Class B common stock at a fixed exercise price. The fixed exercise price is equal to the price of a share of Class B common stock at the time of grant. The options expire ten years after the grant date and typically vest 20% between nine-months and one-year after the grant date and thereafter in quarterly installments of 7.5% and 12.5% during the 2 nd and 3 rd vesting years, respectively. Number of Weighted Weighted-Average Aggregate Outstanding at December 31, 2019 5,087 $ 78.10 9.6 — Options granted 250 61.40 — — Options exercised — — — — Options forfeited or expires (2,586) 74.72 — — Outstanding at December 31, 2020 2,751 79.76 9.6 — Options granted — — — — Options exercised — — — — Options forfeited or expires (200) 81.60 — — Outstanding at December 31, 2021 2,551 $ 79.62 8.7 — Vested / exercisable at December 31, 2021 1,875 $ 79.92 7.7 — Expected to vest as of December 31, 2021 676 $ 78.79 7.7 — Fair value of all option awards is based on the share price of the Class B Common Stock on the date of the award and is calculated using the Black-Scholes option valuation model using the assumptions in the following table: 2021 2020 Risk-free rate — 0.3% Expected volatility — 194.8% Expected life (in years) — 5.48 Expected dividend yield — — Weighted average grant date fair value per option — $ 29.66 Security Offerings In January 2020, the Company realized approximately $10,780 in net proceeds from public offering of 1,170,000 shares of Class B Common Stock at a public price of $11.40 per share (the “2020 Public Offering”). On May 18, 2020, the Company effected a one-for-twenty reverse stock split of its issued and outstanding Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”).The Company has retrospectively adjusted the per share and share amounts included in this 2021 Form 10-K for the Reverse Stock Split. On April 8, 2021, the Company realized approximately $36,797 in net proceeds from public offering of 1,048,998 shares of Class B common stock at a price to the public of $38.00 per share (the “April 2021 Offering”). In conjunction with the RideNow Transaction, on August 31, 2021, the Company raised approximately $154,443 in net proceeds from the sale of 5,053,029 shares of Class B common stock at a price to the public of $33.00 per share. Warrant In connection with providing the debt financing for the RideNow Transaction, and pursuant to the commitment letter executed on March 15, 2021, the Company issued warrants to purchase $40,000 of shares of Class B common stock to Oaktree Capital Management, L.P. and its lender affiliates (the “Warrant”). The initial warrant liability and deferred financing charge recognized was $10,950. The warrant liability was subject to remeasurement at each balance sheet date and any change in fair value was recognized as a component of change in derivative liability in the Consolidated Statements of Operations. The fair value of the Warrant was estimated using a Monte Carlo simulation based on a combination of level 1 and level 2 inputs. There was no gain or loss recorded related to the Warrant liability during the three-months ended March 31, 2021 as there was no significant changes in the fair value between March 12, 2021 and March 31, 2021. For the three months ended June 30, 2021, the fair value of the warrant liability was increased $2,224 to $13,174. On August 31, 2021, the fair value of the warrant liability was increased $6,526 to $19,700. Upon closing of the RideNow transaction, the Oaktree warrants were considered equity linked contracts indexed to RumbleOn’s stock and therefore met the equity classification guidance under ASC 815-40,. As a result, the $19,700 was reclassified to additional paid-in-capital. The $10,950 deferred financing charge was reclassified as part of the debt discount related to the Oaktree Credit Agreement. The recognition of the warrant liability and deferred financing charge and the reclassification of the warrant liability to additional paid-in capital and the reclassification of the deferred financing charge to debt discount are non-cash items. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
COMMON STOCK WARRANTS | COMMON STOCK WARRANTSIn connection with the October 23, 2017 public offering of 145,500 shares of Class B common stock the Company issued to underwriters warrants to purchase 10,913 shares of Class B common stock, which was equal to 7.5% of the aggregate number of shares of Class B common stock sold in the Offering. The Warrants are exercisable at a per share price of $126.50, which was equal to 115.0% of the Offering price per share of the shares sold in the Offering and mature on April 20, 2023. In April, 2018, pursuant to the Loan Agreement by and among Hercules Capital, the Company, and its wholly owned subsidiaries, the Company issued Hercules a warrant to purchase 4,091 (increasing to 5,455 if a fourth tranche in the principal amount of up to $5,000 is advanced at the parties agreement) shares of the Company's Class B Common Stock (the “Hercules April Warrant”) at an exercise price of $110.00 per share (the “Hercules April Warrant Price”). The Hercules April Warrant is immediately exercisable and expires on April 30, 2023. In October, 2018, under an amendment to the Loan Agreement, the company issued Hercules a warrant to purchase 1,048 shares of the Company's Class B Common Stock (the “Hercules October Warrant”) at an exercise price of $143.13 per share (the “Hercules October Warrant Price”). The Hercules October Warrant is immediately exercisable and expires on October 30, 2023. The Hercules warrants contain anti-dilutive provisions that increase the number of shares covered by the warrants in the event the Company makes a New Issuance (as defined in the Loan Agreement) for no consideration or consideration that is less than the Warrant Prices. The following table summarizes the warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Warrants outstanding at the beginning of the year 16,530 16,530 New warrant issuances to Hercules — — Adjustment to the Hercules warrants due to the anti-dilutive provisions — — Warrants outstanding at the end of the year 16,530 16,530 The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants were valued at issuance using the Black-Scholes option pricing model with the following assumptions: Underwriter Hercules April Hercules October Warrants exercise price $ 126.50 $ 110.00 $ 143.20 Fair value price per share of common stock $ 110.00 $ 101.40 $ 114.60 Volatility 62.0% 70.0% 70.0% Expected term remaining (years) 4.0 4.0 4.0 Risk-free interest rate 1.31% 2.79% 2.94% Discount for lack of marketability 20.0% 20.0% 20.0% Dividend yield — — — Fair value at initial valuation date $ 505,273 $ 208,369 $ 59,292 |
SELLING, GENERAL AND ADMINISTRA
SELLING, GENERAL AND ADMINISTRATIVE | 12 Months Ended |
Dec. 31, 2021 | |
Selling, General and Administrative Expense [Abstract] | |
SELLING, GENERAL AND ADMINISTRATIVE | SELLING, GENERAL AND ADMINISTRATIVE The following table summarizes the detail of selling, general and administrative expenses for the years ended December 31, 2021 2020 Compensation and related costs $ 63,473 $ 22,756 Stock based compensation 29,219 2,978 Advertising and marketing 14,425 5,287 Professional fees 4,714 3,148 Technology development and software 1,992 1,421 Facilities 9,568 2,837 General and administrative 40,686 15,232 $ 164,077 $ 53,659 |
LOSS ON CONTINGENCIES AND INSUR
LOSS ON CONTINGENCIES AND INSURANCE RECOVERIES | 12 Months Ended |
Dec. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
LOSS ON CONTINGENCIES AND INSURANCE RECOVERIES | LOSS CONTINGENCIES AND INSURANCE RECOVERIES On March 3, 2020, a severe tornado struck the greater Nashville area causing significant damage to the Company's facilities including contents and inventory held for sale. The Company maintains insurance coverage for damage to its facilities and inventory, as well as business interruption insurance. The loss was comprised of three components: (1) inventory loss, assessed by the insurance carrier at approximately $13,000; (2) building and personal property loss, primarily impacting our leased facilities, assessed by the insurance carrier at $2,783; and (3) loss of business income, for which the company has coverage in the amount of $6,000. All three components of the Company's loss claim have been submitted to its insurers. The Company's inventory claim is subject to a dispute with the carrier as to the policy limits applicable to the loss; however, the insurer has advanced $5,615 against the final settlement. The insurer has agreed to pay $2,778 on the building and personal property loss, reflecting limits of $2,783 net of a $5,000 deductible. The insurer has made an interim payment on the building and personal property loss of $2,270 to the landlord. The loss of business income claim is ongoing and remains in the process of negotiation, however, the insurer has advanced $250 against the final settlement during the year ended December 31, 2020. The insurer made an additional interim payment on the inventory loss of $3,135 to the Company during the year ended December 31, 2021. The Company believes there will be a recovery of all three loss components, however no assurance can be given regarding the amounts, if any, that will be ultimately recovered or when any such recoveries will be made. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table includes supplemental cash flow information, including noncash investing and financing activity for the years ended December 31, 2021 and 2020: 2021 2020 Cash paid for interest $ 12,075 $ 3,835 The following table provides a reconciliation of cash and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same amounts shown in the accompanying consolidated statements of cash flows as of December 31, 2021 and 2020: 2021 2020 Cash and cash equivalents $ 48,974 $ 1,467 Restricted cash (1) 3,000 2,049 Total cash, cash equivalents, and restricted cash $ 51,974 $ 3,516 (1) Amounts included in restricted cash represent the deposits required under the Company's short-term revolving facilities. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of the income tax provision (benefit) from continuing operations for the year ended December 31, 2021 and 2020 are as follows: 2021 2020 Current Federal $ — $ — State 880 — Total current income tax expense 880 — Deferred Federal (21,028) — State (1,517) — Total deferred income tax benefit (22,545) — Income tax benefit $ (21,665) $ — Deferred income taxes reflect the net tax effect of temporary difference between amounts recorded for financial reporting purposes and amounts used for tax purposes. The major components of deferred tax assets and liabilities are as follows: 2021 2020 Deferred tax assets: Net operating loss carryforward $ 20,316 $ 21,495 Business interest carryforward 2,992 1,651 Stock-based compensation 796 518 Accounts receivable allowance 209 362 Lease liabilities 33,008 1,569 Inventory reserve 290 26 Basis difference in goodwill — 352 Transaction costs 1,027 — Accrued liabilities 57 123 Property and equipment — 373 Total deferred income tax assets 58,695 26,469 Deferred tax liabilities: Intangibles and goodwill 30,614 — Right-of-use assets 32,740 1,478 Debt issuance costs amortization 1,173 1,249 Property and equipment 1,754 — Total deferred tax liabilities 66,281 2,727 Net deferred tax (liabilities) assets before valuation allowance (7,586) 23,742 Valuation allowance — (23,742) Net deferred taxes $ (7,586) $ — A reconciliation of the statutory U.S. Federal income tax rate of 21% to the Company's effective income tax rate for the years ended December 31, 2021 and 2020 is as follows: 2021 2020 U.S. Federal statutory rate 21.0% 21.0% State and local, net of federal benefit (13.0)% 5.0% Derivative expense (5.9)% —% Executive compensation (8.5)% —% Other permanent difference (0.7)% (1.4)% Stock-based compensation 0.5% —% Valuation allowance 75.6% (24.6)% Effective tax rate 69.0% —% Income tax expense/(benefit) for the years ended December 31, 2021 and 2020 was $(21,665) and $0, respectively, representing effective tax rates of 69.0% and 0%, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. In estimating future taxable income, the Company relies upon assumptions and estimates about future activities, including the amount of future federal and state pretax operating income that the Company will generate; the reversal of temporary differences; and the implementation of feasible and prudent tax planning strategies. Based on this analysis, and as a result of the future taxable income generated by the RideNow acquisition, the Company has determined that it is more likely than not that its deferred tax assets will be realized, and accordingly has released its full valuation allowance of $23,742 during 2021. As of December 31, 2021 and 2020, the Company has federal net operating loss carryforwards of $91,246 and $82,733, respectively, a portion of which begins to expire in 2033. The Company’s state net operating loss carryforwards as of December 31, 2021 and 2020 are $17,878 and $16,291, respectively, a portion of which begin to expire in 2029. As a result of various ownership changes, the Company’s federal and state net operating losses are subject to limitations under Internal Revenue Code (“IRC”) Section 382. However, due to the Company’s projected income in future years and the indefinite-lived nature of the majority of its net operating losses available, none of these attributes are expected to expire unutilized as a result of the IRC Section 382 limitation analysis. Based on the statutes of limitations in the applicable jurisdiction in which the Company operates, the Company is generally no longer subject to examinations by U.S. tax authorities in years prior to 2017. U.S. Tax Reform In March 2020, then President Trump signed into U.S. federal law the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. Economy. The Company does not expect the provisions of the legislation to have a significant impact on the effective tax rate or income tax payable and deferred income tax positions of the Company. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE The Company computes basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighed-average number of shares of common stock outstanding during the period. The diluted net loss per share attributable to common stockholders is computed giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation for the year ended December 31, 2021, 912,128 of RSUs, 2,551 of stock options, 1,212,121 of Oaktree Warrants to purchase shares of Class B common stock, 16,531 of other warrants to purchase shares of Class B Common Stock, and 982,107 shares of Class B Common Stock issuable in connection with convertible debt are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. For purposes of this calculation for the year ended December 31, 2020, 443,843 of RSUs, 2,751 of stock options, 16,530 of warrants to purchase shares of Class B Common Stock and 982,107 shares of Class B Common Stock issuable in connection with convertible debt are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Promissory Notes As of December 31, 2020, the Company had promissory notes of $371 and accrued interest of $9 due to Blue Flame Capital, LLC (“Blue Flame”), an entity controlled by a Denmar Dixon, a director of the Company. The Blue Flame Notes plus accrued interest were paid in full on January 31, 2021, and interest expense on the promissory notes for the year ended December 31, 2021 and 2020 was $3 and $78. The interest was charged to interest expense in the Consolidated Statements of Operations. The Blue Flame Notes plus accrued interest were paid in full on January 31, 2021. In connection with the acquisition of RideNow, the Company assumed two promissory notes totaling principal and accrued interest of $2,200 as of August 31, 2021 due to entities controlled by William Coulter and/or Mark Tkach, each a former director and executive officer of the Company. Amounts due under these two promissory notes totaled $907 as of December 31, 2021. Nashville Leases In connection with the acquisition of Wholesale, (vehicle logistics and transportation) the Company entered into leases for two facilities in the greater Nashville area owned by Mr. Brewster, a former 5% or greater holder of our Class B Common Stock. One of the leases was terminated in 2019. The other location has a lease term expiring on October 30, 2021, for which the Company has two (2) renewal options, each of which provides for five (5) additional years with a ten percent (10.0%) increase in the base rent. The rent for the current location is approximately $25 per month. August 2021 Offering In connection with the RideNow Transaction, on March 12, 2021, the Company and its subsidiary, NextGen Pro, LLC (“NextGen Pro”), executed a secured promissory note with BRF Finance Co., LLC (“BRF Finance”), an affiliate of B. Riley Securities, Inc., one of the underwriters in this offering, pursuant to which BRF Finance loaned the Company $2,500 (the “Bridge Loan”). The Bridge Loan matures on the earlier of September 30, 2021 or, after May 1, 2021, upon the issuance of debt or equity above $2,650. The Bridge Loan was secured by certain intellectual property assets held by NextGen Pro and interest on the loan was at a rate of 12% annually. The Bridge Loan, and all accrued interest was paid upon the closing of the RideNow Transaction. Denmar Dixon, purchased 13,636 shares of Class B common stock in the August 2021 Offering at the public price of $33.00 per share. RideNow Leases In connection with the RideNow Transaction, the Company entered into related party leases for 24 properties consisting of dealerships and offices. Each related party lease is with a wholly owned subsidiary of the Company as the tenant and an entity controlled by either William Coulter or Mark Tkach, each former director and executive officer of the Company, as the landlord. The initial aggregate base rent payment for all 24 leases is approximately $1,229 per month, and each lease commenced a new 20-year term on September 1, 2021, with each lease containing annual 2% increases on base rent. The Company is still in the process of finalizing its purchase price allocation and related fair values of assets and liabilities, including the RideNow leases. RideNow Reinsurance Products Each of the operating entities owned by the Company that own retail powersport stores which sell motorcycles and various off-road vehicles also sell extended service contracts, prepaid maintenance, “GAP insurance,” theft protection and tire and wheel products on their vehicles. These products sold to customers of these stores are offered by RPM One (“RPM”), which is an after-market third-party provider of these products commonly used in the industry. Affiliate reinsurance companies controlled by and owned primarily by William Coulter and/or Mark Tkach participate in the underwriting profits of these RPM products. The sales representatives employed by these operating companies are incentivized to offer the products sold by RPM. The total amount paid by the Company to these affiliated companies totaled approximately $139 during the year ended December 31, 2021. The Audit Committee of the Board of Directors (the “Board”) of the Company (the “Audit Committee”) is in the process of reviewing the terms and rates of these entities. Payments to RideNow Management, LLLP The Company made $479 in payments to RideNow Management, LLLP, an entity owned equally by two directors during the year ended December 31, 2021. Beach Agreement On December 31, 2021, the Company acquired all the business assets of RNBeach, LLC (“Beach”), a company that sells and services new and used powersports products. The sellers of Beach were William Coulter and Mark Tkach, each a former director and executive officer of the Company. T he total purchase price to acquire all the business assets of Beach was approximately $5,528, and cash paid was approximately $5,368. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Lease Commitments We determine whether an arrangement is a lease at inception and whether such leases are operating or financing leases. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. We use these options in determining our right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determine the present value of the lease payments. The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification 2021 2020 Assets: Operating Right of use assets $ 133,112 $ 5,690 Finance Property and equipment, net 3,240 — Total right-of-use assets $ 136,352 $ 5,690 Liabilities: Current Operating Current portion of lease liabilities $ 19,155 $ 1,630 Finance Current portion of lease liabilities 1,094 — Non-Current Operating Long-term portion of operating lease liabilities 114,687 4,370 Finance Long-term portion of financing lease liabilities 2,869 — Total lease liabilities $ 137,805 $ 6,000 Operating lease expense is recognized on a straight-line basis over the lease term. Total operating lease expenses for the year ended December 31, 2021 and 2020 was $7,431 and $2,200, respectively. The weighted-average remaining lease term and discount rate for our operating leases are as follows: 2021 2020 Weighted average lease term - operating leases 14.9 3.7 Weighted average lease term - finance leases 19.7 0.0 Weighted average discount rate - operating leases 14.0 % 6.2 % Weighted average discount rate - finance leases 15.0 % — % The following table provides information related to the lease costs of finance and operating leases for the year ended December 31, 2021 and 2020: 2021 2020 Total operating lease expenses $ 7,431 $ 2,200 Finance lease costs: Amortization of ROU assets 55 — Interest on lease liabilities 165 — $ 7,651 $ 2,200 Supplemental cash flow information related to operating leases for the year ended December 31, 2021 and 2020 was as follows: 2021 2020 Cash payments for operating leases $ 6,644 $ 1,692 New operating lease assets obtained in exchange for operating lease liabilities $ 94,544 $ 2,901 The following table summarizes the future minimum payments for operating leases at December 31, 2021: Year ending December 31, Amount 2022 $ 18,040 2023 17,466 2024 16,673 2025 14,892 2026 13,680 Thereafter 176,205 Total lease payments 256,956 Less imputed interest (173,187) Present value of operating lease liabilities $ 83,769 |
LEASES | LEASES Lease Commitments We determine whether an arrangement is a lease at inception and whether such leases are operating or financing leases. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. We use these options in determining our right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determine the present value of the lease payments. The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification 2021 2020 Assets: Operating Right of use assets $ 133,112 $ 5,690 Finance Property and equipment, net 3,240 — Total right-of-use assets $ 136,352 $ 5,690 Liabilities: Current Operating Current portion of lease liabilities $ 19,155 $ 1,630 Finance Current portion of lease liabilities 1,094 — Non-Current Operating Long-term portion of operating lease liabilities 114,687 4,370 Finance Long-term portion of financing lease liabilities 2,869 — Total lease liabilities $ 137,805 $ 6,000 Operating lease expense is recognized on a straight-line basis over the lease term. Total operating lease expenses for the year ended December 31, 2021 and 2020 was $7,431 and $2,200, respectively. The weighted-average remaining lease term and discount rate for our operating leases are as follows: 2021 2020 Weighted average lease term - operating leases 14.9 3.7 Weighted average lease term - finance leases 19.7 0.0 Weighted average discount rate - operating leases 14.0 % 6.2 % Weighted average discount rate - finance leases 15.0 % — % The following table provides information related to the lease costs of finance and operating leases for the year ended December 31, 2021 and 2020: 2021 2020 Total operating lease expenses $ 7,431 $ 2,200 Finance lease costs: Amortization of ROU assets 55 — Interest on lease liabilities 165 — $ 7,651 $ 2,200 Supplemental cash flow information related to operating leases for the year ended December 31, 2021 and 2020 was as follows: 2021 2020 Cash payments for operating leases $ 6,644 $ 1,692 New operating lease assets obtained in exchange for operating lease liabilities $ 94,544 $ 2,901 The following table summarizes the future minimum payments for operating leases at December 31, 2021: Year ending December 31, Amount 2022 $ 18,040 2023 17,466 2024 16,673 2025 14,892 2026 13,680 Thereafter 176,205 Total lease payments 256,956 Less imputed interest (173,187) Present value of operating lease liabilities $ 83,769 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Business segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Our operations are organized by management into operating segments by line of business. We have determined that we have three reportable segments as defined in generally accepted accounting principles for segment reporting: (1) powersports, (2) automotive, and (3) vehicle logistics. Our powersports and automotive segments consist of the distribution of pre-owned vehicles. The powersports segment consists of the distribution principally of motorcycles and other powersports vehicles, while the automotive segment distributes cars and trucks. Our vehicle logistics segment provides nationwide automotive transportation services between dealerships and auctions. Our vehicle logistics reportable segment has been determined to represent one operating segment and reporting unit. The accounting policies of the segments are the same and are described in Note 1. The following table summarizes revenue, operating income (loss), depreciation and amortization, and interest expense which are the measure by which management allocates resources to its segments to each of our reportable segments. Powersports Automotive Vehicle Logistics Eliminations (1) Total Year Ended December 31, 2021 Total assets $ 1,200,253 $ 453,752 $ 14,913 $ (641,169) 1,027,749 Revenue $ 433,712 $ 460,888 $ 48,804 $ (4,964) 938,440 Operating income (loss) $ (22,519) $ 9,905 $ 3,746 $ — (8,868) Depreciation and amortization $ 5,981 $ 95 $ 27 $ — 6,103 Interest expense $ (14,288) $ (2,111) $ (6) $ — (16,405) Increase in derivative liability $ (8,799) $ — $ — $ — (8,799) Year Ended December 31, 2020 Total assets $ 45,694 $ 47,841 $ 10,535 $ (27,091) 76,979 Revenue $ 47,526 $ 337,085 $ 35,887 $ (4,071) 416,427 Operating income (loss) $ (19,866) $ (1,365) $ 2,671 $ — (18,560) Depreciation and amortization $ 1,997 $ 140 $ 6 $ — 2,143 Interest expense $ (4,605) $ (1,840) $ (5) $ — (6,450) (1) Intercompany investment balances related to the acquisitions of Wholesale, Inc. and Wholesale Express, and receivables and other balances related intercompany freight services of Wholesale Express are eliminated in the Consolidated Balance Sheets. Revenue and costs for these intercompany freight services have been eliminated in the Consolidated Statements of Operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, as of December 31, 2021 and 2020, the Company does not believe that the ultimate resolution of any legal actions, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, liquidity, and capital resources. Future litigation may be necessary to defend the Company by determining the scope, enforceability and validity of third-party proprietary rights or to establish its own proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Related Party Software License On January 19, 2022 the Audit Committee approved, and the Company entered both a Perpetual Software License Purchase Agreement, and a Platform Service Agreement with Bidpath Incorporated, a Company owned by Adam Alexander, a member of the Company’s Board of Directors. The license agreement provides the Company with a perpetual, non-exclusive license to the then-current source code as well as all future source code. This code provides additional functionality to the Company’s inventory management platform, and the Company is paying in aggregate $3,600, of which $1,080 has been paid to date. The services agreement provides for support and maintenance services on monthly basis for $30 thousand per month. The initial terms is thirty-six (36) months but can be terminated by either party at any time by providing sixty (60) days notice to the other party. Acquisition of Freedom Powersports On Friday, February 18, 2022 the Company closed on the acquisition of Freedom Powersports, which included all business and real estate assets, subject to customary net working capital and indebtedness adjustments, for an aggregate consideration of approximately $129,971. The aggregate consideration consisted of approximately $83,291 for the Freedom business and approximately $46,680 for acquired real estate properties, including the payoff of outstanding mortgage debt on the real estate assets in the aggregate amount of approximately $27,025. The aggregate consideration was paid using cash on hand, $84,500 drawn from the Company’s delayed draw term loan facility, and the issuance of 1,048,718 restricted shares of RumbleOn Class B common stock. The restricted shares are subject to a six-month lock-up and resale registration rights. The Company has not completed its initial accounting assessment with respect to the Freedom Agreement at this time. Funding of RumbleOn’s consumer finance subsidiary On February 4, 2022, ROF SPV I, LLC (“ROF SPV”), an indirect subsidiary of RumbleOn, entered into a secured loan facility primarily to provide up to $25,000. All loans under this agreement will be secured by certain collateral including the consumer finance loans purchased by ROF SPV. ROF SPV and ROF provided customary representations and covenants under the agreements which include financial covenants and collateral performance covenants. Loans sold to or in the facility are subject to certain eligibility criteria, concentration limits and reserves. Appointment of Chief Financial Officer On February 1, 2022, the Company appointed Narinder Sahai as the Company’s Chief Financial Officer. Change in Executive Officers On February 11, 2022, William Coulter, a director and the Executive Vice Chairman of the Company, and Mark Tkach, a director and the Chief Operating Officer of the Company, resigned from all positions with the Company. The Company appointed Peter Levy, the President of the Company, to also serve as Chief Operating Officer of the Company. Repayment of Convertible Note On January 31, 2022, the Company made its final scheduled payment on the convertible note entered into on February 3, 2019 in connection of the Acquisition of AutoSport. The carrying amount on the Company’s balance sheet as of December 31, 2021 was $154. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. In particular, the novel coronavirus (“COVID-19”) pandemic and the resulting adverse impacts to global economic conditions, as well as the Company’s operations, may impact future estimates including, but not limited to, the allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges, the effectiveness of the company’s hedging instruments, deferred tax valuation allowances, and discount rate assumptions. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Amounts and percentages may not total due to rounding. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all cash accounts and all highly liquid short-term investments purchased with an original maturity of three months or less to be cash or cash equivalents. As of December 31, 2021, and 2020, the Company did not have any investments with maturities greater than three months. At times, the Company has cash balances in domestic bank accounts that exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses related to these cash concentrations. The Company only uses highly rated financial institutions to hold its cash deposits. |
Restricted Cash | Restricted Cash Amounts included in restricted cash primarily represent the deposits required under the Company's short-term revolving facilities and any undistributed amounts collected on the finance receivables pledged under the Company's finance receivable facilities as explained in Note 9- Notes Payable and Lines of Credit. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes certain amounts due from third-party finance providers and customers, and other miscellaneous receivables. The allowance for doubtful accounts is estimated based on historical experience and trends. Accounts receivable, net of an allowance for doubtful accounts, includes certain amounts due from customers. The Company estimates the allowance for doubtful accounts for accounts receivable by considering a number of factors, including overall credit quality, age of outstanding balances, historical write-off experience and specific account analysis that projects the ultimate collectability of the outstanding balances. Ultimately, actual results could differ from these assumptions. |
Inventory | Inventory Vehicle inventory is accounted for pursuant to ASC 330, Inventory and consists of vehicles held for sale or currently undergoing reconditioning and is stated at the lower of cost or net realizable value (“NRV”). Vehicle inventory cost is determined by specific identification. Parts, labor and overhead costs associated with reconditioning vehicles, as well as other incremental expenses associated with acquiring and reconditioning vehicles, are included in inventory. Each reporting period, |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the shorter of the asset’s estimated useful life or the lease term, if applicable. Estimated Useful Lives Life Buildings 25 years Leasehold Improvements 15 years Furniture, fixtures and equipment 3-15 years |
Technology Development Costs | Technology Development Costs Technology development costs are accounted for pursuant to ASC 350, Intangibles - Goodwill and Other. Technology development costs include internally developed software and website applications that are used by the Company for its own internal use and to provide services to its customers, which include consumers, dealer partners and ancillary service providers. Technology and content costs for design, maintenance and post-implementation stages of internal-use software and general website development are expensed as incurred. For costs incurred to develop new website functionality as well as new software products and significant upgrades to existing internally used platforms or modules, capitalization begins during the application development stage and ends when the software is available for general use. Capitalized technology development is amortized on a straight-line basis over periods ranging from three |
Accounting for Business Combinations | Accounting for Business Combinations Business acquisitions are accounted for under the acquisition method of accounting, whereby the Company measures and recognizes the fair value of assets acquired and liabilities assumed at the date of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of comprehensive income. During the year ended December 31, 2021, the Company continued its assessment of the preliminary purchase price allocation recorded at the acquisition date for RideNow and made a measurement period adjustment to the preliminary purchase price allocation which resulted in an increase to inventory of $1,768. We use the income approach to determine the fair value of certain identifiable intangible assets including franchise rights. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. We base our assumptions on estimates of future cash flows, expected growth rates, expected retention rates, etc. We base the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. We believe the estimated purchased franchise rights, non-competition agreements and other intangible asset amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of December 31, or whenever events or changes in circumstances indicate that an impairment may exist. We have three reportable segments as defined in generally accepted accounting principles for segment reporting: (1) powersports, (2) automotive and (3) vehicle logistics. Management analyzes goodwill associated with these segments for potential impairment. The Company first assesses qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. No impairment charges related to goodwill were recognized during the years ended December 31, 2021 or 2020. Intangible assets are recognized and recorded at their acquisition date fair values. Indefinite-lived intangible assets consist primarily of franchise rights, and definite-lived intangible assets consist primarily of non-compete agreements, which are amortized on a straight-line basis over the relevant contractual terms. No impairment charges related to intangible assets were recognized during the years ended December 31, 2021 or 2020. |
Leases | Leases The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in right-of-use assets, current portion lease liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. The Company's finance leases are included in property and equipment and financing lease liabilities on the accompanying consolidated balance sheets. |
Other Assets | Other AssetsOther assets consist of various items, including, among other items debt issuance with an debt instruments. |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of various items payable within one year, including, among other items, accruals for capital expenditures, sales tax, compensation and benefits, vehicle licenses and fees, interest expense, reserves for returns and cancellations, and advertising expenses. |
Revenue Recognition | Revenue RecognitionThe Company’s revenue consists primarily of pre-owned and wholesale vehicle sales as well as vehicle logistics and transportation services. |
Cost of Revenue | Cost of Revenue Cost of vehicle sales includes the cost to acquire vehicles and the reconditioning and transportation costs associated with preparing the vehicles for resale. Reconditioning costs include parts, labor, overhead costs, and other vehicle repair expenses directly attributable to specific vehicles. Transportation costs consist of costs incurred to transport the vehicles from the point of acquisition. Cost of revenue also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses include costs and expenses for compensation and benefits, advertising to consumers and dealers, development and operating our product procurement and distribution system, managing our logistics system, transportation cost associated with selling vehicles, establishing our dealer partner arrangements, and other corporate |
Advertising and Marketing Expenses | Advertising and Marketing Expenses Advertising and marketing costs are expensed as incurred and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Advertising and marketing expenses were $14,425 and $5,287 for the years ended December 31, 2021 and 2020, respectively. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation represents the cost related to stock-based awards granted to employees and non-employee directors. The Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes the cost on a straight-line basis, net of estimated forfeitures, over the grantee’s requisite service period, which is generally the vesting period of the award. The Company estimates the fair value of stock options using th e Black-Scholes option valuation model while market-condition based awards are estimated using a Monte Carlo simulation model as these awards are tied to a market condition. Key assumptions used in estimating the fair value of options are dividend yield, expected volatility, risk-free interest rate and expected term. |
Defined Contribution Plan | Defined Contribution Plan The Company sponsors the RumbleOn, Inc. 401(k) Plan and RumbleOn 401(k) Plan (the "Retirement Savings Plans"), for eligible employees. Employees electing to participate in the Retirement Savings Plans may contribute up to 75% of their annual eligible compensation. T he Company provides matching contributions of 25% match for employee contributions, up to a maximum matching contribution of $2 thousand per employee annually. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. ASC Topic 820-10-30-2, Fair Value Measurement establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. Observable inputs are from sources independent of the Company, whereas unobservable inputs reflect the Company's assumptions about the inputs market participants would use in pricing the asset or liability developed on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Other than quoted prices that are observable in the market for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs are unobservable and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. |
Embedded Conversion Feature | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging (“ASC 815”) to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”). Under the ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer's economic interest cost. The effect of ASC 470-20 on the accounting for our convertible debt instruments is that the equity component is required to be included in the additional paid-in capital section of stockholders' equity on the consolidated balance sheets and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component of the notes. As a result, we are required to record non-cash interest expense as a result of the amortization of the discounted carrying value of the convertible debt to their face amount over the term of the convertible debt. |
Common Stock Warrants | Common Stock Warrants The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in Accounting Standards Codification (ASC) 815, Derivatives and Hedging – Contracts in Entity's Own Equity |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are accounted for pursuant to FASB ASU 2015-3 , Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-3”). ASU 2015-3 requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. |
Income Taxes | Income Taxes The Company follows ASC Topic 740, Income Taxes (“ASC 740”), for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC 740 only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2021, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax positions within the next 12 months. |
Loss Per Share | Loss Per Share The Company follows the FASB Accounting Standards Codification (“ASC”) Topic 260, Earnings per share . Basic earnings per common share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Common share and dilutive common share equivalents include: (i) Class A common: (ii) Class B common; (iii) Class B participating preferred shares; (iv) restrictive stock units; (v) stock options; (vi) warrants to acquire Class B common stock; and (vii) shares issued in connection with convertible debt. |
Recent Pronouncements | Recent Pronouncements Adoption of New Accounting Standards. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 for its fiscal year beginning January 1, 2021 and it did not have a material effect on its consolidated financial statements. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property and Equipment | Estimated Useful Lives Life Buildings 25 years Leasehold Improvements 15 years Furniture, fixtures and equipment 3-15 years The following table summarizes property and equipment, net of accumulated depreciation and amortization as of December 31, 2021 2020 Buildings and improvements $ 3,240 $ — Leasehold improvements 7,097 321 Equipment 4,367 — Furniture and fixtures 312 191 Technology development 12,879 11,008 Vehicles 1,525 241 Total property and equipment 29,420 11,761 Less: accumulated depreciation and amortization 8,003 5,240 Total $ 21,417 $ 6,521 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the provisional consideration for the acquisitions: Cash $ 400,400 Class B Common Stock 200,958 Total provisional purchase price consideration $ 601,358 Estimated fair value of assets acquired: Cash $ 34,454 Contracts in transit 10,878 Accounts receivable 10,124 Inventory 127,080 Prepaid expenses 1,785 Right-of-use assets 126,886 Property & equipment 15,509 Franchise rights 282,000 Other intangible assets, net 22,129 Other assets 119 Total assets acquired 630,964 Estimated fair value of liabilities assumed: Accounts payable, accrued expenses and other current liabilities 43,409 Notes payable - floor plan 47,161 Lease liabilities 130,181 Notes payable 6,549 Deferred tax liabilities 30,548 Other long-term liabilities 6,210 Total liabilities assumed 264,058 Total net assets acquired 366,906 Goodwill 234,452 Total consideration $ 601,358 |
Business Acquisition, Pro Forma Information | The following unaudited supplemental pro forma information presents the financial results as if the RideNow Transaction was completed at January 1, 2020. Pro forma net income for the year ended December 31, 2021 includes income tax benefit of $2,706 reported in the Consolidated Statements of Operations. December 31, 2021 2020 Pro forma revenue $ 1,650,625 $ 1,348,211 Pro forma net income $ 45,565 $ 18,854 Net income per share-basic $ 6.58 $ 8.63 Weighted average number of shares-basic 6,920,318 2,184,441 Net income per share-fully diluted $ 6.42 $ 5.75 Weighted average number of shares-fully diluted 7,099,041 3,279,699 Pro forma adjustments for the year ended December 31, 2021 and 2020, primarily include: December 31, 2021 2020 Stock compensation and other administrative costs $ 29,219 $ 3,175 Depreciation and amortization $ 13,199 $ 13,607 Interest expense $ 40,347 $ 47,312 Income tax provision (benefit) $ (2,706) $ 6,305 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue from contracts with customers consists of the following: December 31, 2021 2020 Revenue New vehicles $ 169,632 $ — Used vehicles Powersports 153,671 46,654 Automotive 460,888 337,085 Total used vehicles 614,559 383,739 Total new and used vehicles 784,191 383,739 Parts, service and accessories 66,969 — Vehicle logistics 43,878 31,816 Finance and insurance 43,402 872 Total revenue 938,440 416,427 Timing of revenue recognition Goods and services transferred at a point in time 897,019 416,427 Good and services transferred over time 41,421 — Total revenue $ 938,440 $ 416,427 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable consists of the following as of December 31, 2021 2020 Contracts in transit $ 9,141 $ — Trade receivables 20,061 8,859 Factory receivables (1) 4,003 — Finance receivables (2) 7,622 2,118 40,827 10,977 Less: allowance for doubtful accounts 661 1,569 $ 40,166 $ 9,408 (1) Factory receivables represents amounts due primarily from manufacturer for holdbacks, rebates, co-op advertising, warranty and supplies returns. (2) Finance receivables originated in connection with the Company’s vehicle sales. |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory, net of reserves, consists of the following as of December 31, 2021 2020 New powersport vehicles $ 68,244 $ — Pre-owned vehicles: Powersport vehicles 77,418 1,870 Automobiles 32,512 19,490 Parts, accessories and other 23,492 — $ 201,666 $ 21,360 |
Schedule of Debt | Floor plan notes payable as of December 31, 2021 2020 Floor plans notes payable - trade $ 15,119 $ — Floor plans notes payable - non-trade 82,159 17,812 Floor plan notes payable $ 97,278 $ 17,812 Notes payable consisted of the following as of December 31, 2021 2020 Term loan credit agreement with Oaktree dated August 31, 2021. Amortization payments are required quarterly commencing in the quarter ending December 31, 2021. The Initial Loan Term Facility matures on August 31, 2026. The interest rate as of December 31, 2021 was 9.25%. $ 253,438 $ — Notes Payable-PPP Loans dated May 1, 2020 with maturity of April 1, 2025. Payments of principal and interest were deferred as of December 31, 2021 while the outstanding principal balance is under Small Business Administration (“SBA”) review. 2,534 5,177 Unsecured note payable to P&D Motorcycles in the original amount of $1,724 with interest rate of 4% through maturity which is July 1, 2022. 1,031 — Secured notes payable-NextGen dated February 8, 2017. Matured on January 31, 2021. — 833 Notes payable-private placement dated March 31, 2017. Matured on June 30, 2021. — 669 Line of Credit-RumbleOn Finance. Line of credit secured by the loans and other assets of RumbleOn Finance, LLC. Interest rate at December 31, 2021 was 7.25%. — 889 Unsecured notes payable to RideNow Management, LLLP, a related party through equal ownership by two directors; monthly principal payments ranging from $7 to $13; interest accruing at rates ranging from LIBOR+0.6% to LIBOR+1.3%. 907 — Total notes payable and lines of credit 257,910 7,568 Less: Current portion of notes payable 4,322 2,877 Long-term debt, net of current portion $ 253,588 $ 4,691 Floor plan notes payable as of December 31, 2021 2020 Floor plans notes payable - trade $ 15,119 $ — Floor plans notes payable - non-trade 82,159 17,812 Floor plan notes payable $ 97,278 $ 17,812 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment, Net [Abstract] | |
Property and Equipment | Estimated Useful Lives Life Buildings 25 years Leasehold Improvements 15 years Furniture, fixtures and equipment 3-15 years The following table summarizes property and equipment, net of accumulated depreciation and amortization as of December 31, 2021 2020 Buildings and improvements $ 3,240 $ — Leasehold improvements 7,097 321 Equipment 4,367 — Furniture and fixtures 312 191 Technology development 12,879 11,008 Vehicles 1,525 241 Total property and equipment 29,420 11,761 Less: accumulated depreciation and amortization 8,003 5,240 Total $ 21,417 $ 6,521 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following is a summary of the changes in the carrying amount of goodwill, franchise rights and other and other intangible assets as of December 31, 2021 2020 Goodwill $ 260,922 $ 26,887 Other intangible assets Franchise rights - indefinite life $ 282,350 $ — Other intangibles 22,175 46 304,525 46 Less: accumulated amortization 2,459 — Intangible assets, net $ 302,066 $ 46 |
Schedule of Goodwill | The following is a summary of the changes in the carrying amount of goodwill by reportable segment during the years ended December 31, 2021 and 2020. Powersports Automotive Vehicle Logistics Total Balance at December 31, 2019 $ — $ 26,039 $ 848 $ 26,887 Acquisitions — — — — Impairment — — — — Measurement period adjustment — — — — Balance at December 31, 2020 — 26,039 848 26,887 RideNow acquisition 234,035 — — 234,035 Impairment — — — — Measurement period adjustment — — — — Balance at December 31, 2021 $ 234,035 $ 26,039 $ 848 $ 260,922 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated annual amortization expense related to other intangibles: 2022 $ 9,422 2023 7,376 2024 2,918 2025 — 2026 — Thereafter — $ 19,716 |
ACCOUNTS PAYABLE AND OTHER AC_2
ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes accounts payable and other accrued liabilities as of December 31, 2021 and 2020: 2021 2020 Accounts payable $ 10,028 $ 8,168 Accrued interest 3,649 1,486 Accrued payroll 9,449 1,080 Customer deposits 5,732 — State and local taxes 8,287 856 Professional fees 5,637 112 Other accrued expenses 14,286 861 Total $ 57,068 $ 12,563 |
NOTES PAYABLE AND LINES OF CR_2
NOTES PAYABLE AND LINES OF CREDIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Floor plan notes payable as of December 31, 2021 2020 Floor plans notes payable - trade $ 15,119 $ — Floor plans notes payable - non-trade 82,159 17,812 Floor plan notes payable $ 97,278 $ 17,812 Notes payable consisted of the following as of December 31, 2021 2020 Term loan credit agreement with Oaktree dated August 31, 2021. Amortization payments are required quarterly commencing in the quarter ending December 31, 2021. The Initial Loan Term Facility matures on August 31, 2026. The interest rate as of December 31, 2021 was 9.25%. $ 253,438 $ — Notes Payable-PPP Loans dated May 1, 2020 with maturity of April 1, 2025. Payments of principal and interest were deferred as of December 31, 2021 while the outstanding principal balance is under Small Business Administration (“SBA”) review. 2,534 5,177 Unsecured note payable to P&D Motorcycles in the original amount of $1,724 with interest rate of 4% through maturity which is July 1, 2022. 1,031 — Secured notes payable-NextGen dated February 8, 2017. Matured on January 31, 2021. — 833 Notes payable-private placement dated March 31, 2017. Matured on June 30, 2021. — 669 Line of Credit-RumbleOn Finance. Line of credit secured by the loans and other assets of RumbleOn Finance, LLC. Interest rate at December 31, 2021 was 7.25%. — 889 Unsecured notes payable to RideNow Management, LLLP, a related party through equal ownership by two directors; monthly principal payments ranging from $7 to $13; interest accruing at rates ranging from LIBOR+0.6% to LIBOR+1.3%. 907 — Total notes payable and lines of credit 257,910 7,568 Less: Current portion of notes payable 4,322 2,877 Long-term debt, net of current portion $ 253,588 $ 4,691 Floor plan notes payable as of December 31, 2021 2020 Floor plans notes payable - trade $ 15,119 $ — Floor plans notes payable - non-trade 82,159 17,812 Floor plan notes payable $ 97,278 $ 17,812 |
Schedule of Maturities of Long-term Debt | As of December 31, 2021, future principal debt payments are due as follows: 2022 $ 4,322 2023 150 2024 — 2025 — 2026 253,438 Total debt payments $ 257,910 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt | As of December 31, 2021, the outstanding convertible promissory notes net of debt discount and issue costs are summarized as follows: December 31, 2021 December 31, 2020 Face Debt Carrying Face Debt Carrying Convertible senior notes $ 38,750 $ 9,508 $ 29,242 $ 38,750 $ 11,737 $ 27,013 Convertible notes-Autosport: $1,536 unsecured note 154 — 154 1,024 308 716 38,904 9,508 29,396 39,774 12,045 27,729 Less: Current portion 154 — 154 768 205 563 Long-term portion $ 38,750 $ 9,508 $ 29,242 $ 39,006 $ 11,840 $ 27,166 |
Interest Income and Interest Expense Disclosure | The interest expense recognized with respect to the Convertible Senior Notes for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 Contractual interest expense $ 2,616 $ 2,566 Amortization of debt discounts 2,229 1,867 Total $ 4,845 $ 4,433 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Cost by Plan | The following table reflects the stock-based compensation: For the Years Ended December 31, 2021 2020 Restricted stock units $ 29,188 $ 2,957 Options 31 21 Total stock-based compensation $ 29,219 $ 2,978 |
Share-based Payment Arrangement, Nonvested Award, Cost | As of December 31, 2021, unrecognized stock-based amortization related to outstanding RSU and stock awards and the related weighted-average period over which it is expected to be recognized subsequent to December 31, 2021 is presented in the table below. Total unrecognized equity will be adjusted for actual forfeitures. Unrecognized Remaining Restricted stock units $ 16,418 1.45 Options 13 0.32 Total unrecognized stock-based amortization $ 16,431 1.45 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | RSU activity during the years ending December 31, 2021 and 2020 was as follows: Number of Weighted Outstanding at December 31, 2019 129,938 $ 99.00 Granted 416,435 6.60 Vested (35,274) 87.91 Forfeited (67,256) 98.53 Outstanding at December 31, 2020 443,843 13.26 Granted 1,320,782 37.03 Vested (723,334) 32.52 Forfeited (129,163) 15.86 Outstanding at December 31, 2021 912,128 $ 37.48 Expected to vest 912,128 $ 37.48 |
Share-based Payment Arrangement, Option, Activity | Number of Weighted Weighted-Average Aggregate Outstanding at December 31, 2019 5,087 $ 78.10 9.6 — Options granted 250 61.40 — — Options exercised — — — — Options forfeited or expires (2,586) 74.72 — — Outstanding at December 31, 2020 2,751 79.76 9.6 — Options granted — — — — Options exercised — — — — Options forfeited or expires (200) 81.60 — — Outstanding at December 31, 2021 2,551 $ 79.62 8.7 — Vested / exercisable at December 31, 2021 1,875 $ 79.92 7.7 — Expected to vest as of December 31, 2021 676 $ 78.79 7.7 — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Fair value of all option awards is based on the share price of the Class B Common Stock on the date of the award and is calculated using the Black-Scholes option valuation model using the assumptions in the following table: 2021 2020 Risk-free rate — 0.3% Expected volatility — 194.8% Expected life (in years) — 5.48 Expected dividend yield — — Weighted average grant date fair value per option — $ 29.66 |
COMMON STOCK WARRANTS (Tables)
COMMON STOCK WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes the warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Warrants outstanding at the beginning of the year 16,530 16,530 New warrant issuances to Hercules — — Adjustment to the Hercules warrants due to the anti-dilutive provisions — — Warrants outstanding at the end of the year 16,530 16,530 |
Schedule of common stock warrants assumptions | The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants were valued at issuance using the Black-Scholes option pricing model with the following assumptions: Underwriter Hercules April Hercules October Warrants exercise price $ 126.50 $ 110.00 $ 143.20 Fair value price per share of common stock $ 110.00 $ 101.40 $ 114.60 Volatility 62.0% 70.0% 70.0% Expected term remaining (years) 4.0 4.0 4.0 Risk-free interest rate 1.31% 2.79% 2.94% Discount for lack of marketability 20.0% 20.0% 20.0% Dividend yield — — — Fair value at initial valuation date $ 505,273 $ 208,369 $ 59,292 |
SELLING, GENERAL AND ADMINIST_2
SELLING, GENERAL AND ADMINISTRATIVE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Selling, General and Administrative Expense [Abstract] | |
Schedule Of Selling, General and Administrative Expense | The following table summarizes the detail of selling, general and administrative expenses for the years ended December 31, 2021 2020 Compensation and related costs $ 63,473 $ 22,756 Stock based compensation 29,219 2,978 Advertising and marketing 14,425 5,287 Professional fees 4,714 3,148 Technology development and software 1,992 1,421 Facilities 9,568 2,837 General and administrative 40,686 15,232 $ 164,077 $ 53,659 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table includes supplemental cash flow information, including noncash investing and financing activity for the years ended December 31, 2021 and 2020: 2021 2020 Cash paid for interest $ 12,075 $ 3,835 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same amounts shown in the accompanying consolidated statements of cash flows as of December 31, 2021 and 2020: 2021 2020 Cash and cash equivalents $ 48,974 $ 1,467 Restricted cash (1) 3,000 2,049 Total cash, cash equivalents, and restricted cash $ 51,974 $ 3,516 (1) Amounts included in restricted cash represent the deposits required under the Company's short-term revolving facilities. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision (benefit) from continuing operations for the year ended December 31, 2021 and 2020 are as follows: 2021 2020 Current Federal $ — $ — State 880 — Total current income tax expense 880 — Deferred Federal (21,028) — State (1,517) — Total deferred income tax benefit (22,545) — Income tax benefit $ (21,665) $ — |
Schedule of Deferred Tax Assets and Liabilities | The major components of deferred tax assets and liabilities are as follows: 2021 2020 Deferred tax assets: Net operating loss carryforward $ 20,316 $ 21,495 Business interest carryforward 2,992 1,651 Stock-based compensation 796 518 Accounts receivable allowance 209 362 Lease liabilities 33,008 1,569 Inventory reserve 290 26 Basis difference in goodwill — 352 Transaction costs 1,027 — Accrued liabilities 57 123 Property and equipment — 373 Total deferred income tax assets 58,695 26,469 Deferred tax liabilities: Intangibles and goodwill 30,614 — Right-of-use assets 32,740 1,478 Debt issuance costs amortization 1,173 1,249 Property and equipment 1,754 — Total deferred tax liabilities 66,281 2,727 Net deferred tax (liabilities) assets before valuation allowance (7,586) 23,742 Valuation allowance — (23,742) Net deferred taxes $ (7,586) $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. Federal income tax rate of 21% to the Company's effective income tax rate for the years ended December 31, 2021 and 2020 is as follows: 2021 2020 U.S. Federal statutory rate 21.0% 21.0% State and local, net of federal benefit (13.0)% 5.0% Derivative expense (5.9)% —% Executive compensation (8.5)% —% Other permanent difference (0.7)% (1.4)% Stock-based compensation 0.5% —% Valuation allowance 75.6% (24.6)% Effective tax rate 69.0% —% |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification 2021 2020 Assets: Operating Right of use assets $ 133,112 $ 5,690 Finance Property and equipment, net 3,240 — Total right-of-use assets $ 136,352 $ 5,690 Liabilities: Current Operating Current portion of lease liabilities $ 19,155 $ 1,630 Finance Current portion of lease liabilities 1,094 — Non-Current Operating Long-term portion of operating lease liabilities 114,687 4,370 Finance Long-term portion of financing lease liabilities 2,869 — Total lease liabilities $ 137,805 $ 6,000 The weighted-average remaining lease term and discount rate for our operating leases are as follows: 2021 2020 Weighted average lease term - operating leases 14.9 3.7 Weighted average lease term - finance leases 19.7 0.0 Weighted average discount rate - operating leases 14.0 % 6.2 % Weighted average discount rate - finance leases 15.0 % — % The following table provides information related to the lease costs of finance and operating leases for the year ended December 31, 2021 and 2020: 2021 2020 Total operating lease expenses $ 7,431 $ 2,200 Finance lease costs: Amortization of ROU assets 55 — Interest on lease liabilities 165 — $ 7,651 $ 2,200 |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information related to operating leases for the year ended December 31, 2021 and 2020 was as follows: 2021 2020 Cash payments for operating leases $ 6,644 $ 1,692 New operating lease assets obtained in exchange for operating lease liabilities $ 94,544 $ 2,901 |
Lessee, Operating Lease, Liability, Maturity | The following table summarizes the future minimum payments for operating leases at December 31, 2021: Year ending December 31, Amount 2022 $ 18,040 2023 17,466 2024 16,673 2025 14,892 2026 13,680 Thereafter 176,205 Total lease payments 256,956 Less imputed interest (173,187) Present value of operating lease liabilities $ 83,769 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes revenue, operating income (loss), depreciation and amortization, and interest expense which are the measure by which management allocates resources to its segments to each of our reportable segments. Powersports Automotive Vehicle Logistics Eliminations (1) Total Year Ended December 31, 2021 Total assets $ 1,200,253 $ 453,752 $ 14,913 $ (641,169) 1,027,749 Revenue $ 433,712 $ 460,888 $ 48,804 $ (4,964) 938,440 Operating income (loss) $ (22,519) $ 9,905 $ 3,746 $ — (8,868) Depreciation and amortization $ 5,981 $ 95 $ 27 $ — 6,103 Interest expense $ (14,288) $ (2,111) $ (6) $ — (16,405) Increase in derivative liability $ (8,799) $ — $ — $ — (8,799) Year Ended December 31, 2020 Total assets $ 45,694 $ 47,841 $ 10,535 $ (27,091) 76,979 Revenue $ 47,526 $ 337,085 $ 35,887 $ (4,071) 416,427 Operating income (loss) $ (19,866) $ (1,365) $ 2,671 $ — (18,560) Depreciation and amortization $ 1,997 $ 140 $ 6 $ — 2,143 Interest expense $ (4,605) $ (1,840) $ (5) $ — (6,450) (1) Intercompany investment balances related to the acquisitions of Wholesale, Inc. and Wholesale Express, and receivables and other balances related intercompany freight services of Wholesale Express are eliminated in the Consolidated Balance Sheets. Revenue and costs for these intercompany freight services have been eliminated in the Consolidated Statements of Operations. |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | |||||
Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($)shares | Aug. 31, 2021$ / sharesshares | Mar. 15, 2021USD ($) | Dec. 31, 2019shares | Oct. 23, 2017$ / sharesshares | |
Measurement period adjustment | $ 1,768,000 | |||||
Number of reportable segments | segment | 3 | |||||
Goodwill impairment loss | $ 0 | $ 0 | ||||
Impairment of indefinite-lived intangible assets | 0 | 0 | ||||
Advertising and marketing | $ 14,425,000 | 5,287,000 | ||||
Employer matching contribution, percent of employees' pay | 75.00% | |||||
Employer matching contribution, percent of match | 25.00% | |||||
Maximum matching contributions per employee | $ 2,000 | |||||
Defined contribution plan, cost | $ 722,000 | $ 0 | ||||
Warrants outstanding (in shares) | shares | 16,530 | 16,530 | 16,530 | |||
Fair value of warrants and rights | $ 40,000,000 | $ 40,000,000 | ||||
Hercules Warrants | ||||||
Warrants outstanding (in shares) | shares | 5,617 | |||||
Public Placement Warrants | ||||||
Warrants outstanding (in shares) | shares | 10,913 | |||||
Warrants exercise price (in dollars per share) | $ / shares | $ 126.50 | |||||
Class of warrant or right, number of securities called by each warrants or rights (in shares) | shares | 10,913 | |||||
Oaktree Warrant | ||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 33 | |||||
Class of warrant or right, number of securities called by each warrants or rights (in shares) | shares | 1,212,121 | |||||
Minimum | Technology development | ||||||
Property, plant and equipment, useful life | 3 years | |||||
Maximum | Technology development | ||||||
Property, plant and equipment, useful life | 5 years |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | Aug. 31, 2021USD ($)subsidiarynotecorporationentityshares | Apr. 08, 2021USD ($)shares | Jan. 17, 2020USD ($)shares | Oct. 23, 2017shares | Dec. 31, 2021USD ($)note | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||
Payments to acquire business | $ 371,314 | $ 0 | ||||
Director | ||||||
Business Acquisition [Line Items] | ||||||
Notes payable, related parties | $ 2,200 | $ 907 | ||||
Number of promissory notes | note | 2 | 2 | ||||
Credit Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from lines of credit | $ 261,000 | |||||
Public Stock Offering | ||||||
Business Acquisition [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 5,053,029 | 1,048,998 | 1,170,000 | 145,500 | ||
Sale of stock, consideration received | $ 154,443 | $ 36,797 | $ 10,780 | |||
Public Stock Offering | Director | ||||||
Business Acquisition [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 13,636 | |||||
RideNow | ||||||
Business Acquisition [Line Items] | ||||||
Number of subsidiaries created | subsidiary | 5 | |||||
Number of surviving corporations from acquisition | corporation | 5 | |||||
Number of entities acquired | entity | 21 | |||||
Payments to acquire business | $ 400,400 | $ 400,400 | ||||
Business acquisition, number of shares issued to acquire business (in shares) | shares | 5,833,333 | |||||
Consideration transferred, equity interest issued and issuable | $ 200,958 | 200,958 | ||||
Acquisition costs | 4,281 | |||||
Income tax benefit | 2,706 | $ (6,305) | ||||
RideNow | Restricted Stock Units (RSUs) | ||||||
Business Acquisition [Line Items] | ||||||
Share-based payment arrangement, expense | $ 23,943 | |||||
RideNow | Merged RideNow Entities | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired | 30.00% | |||||
RideNow | Acquired RideNow Entities | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired | 70.00% |
ACQUISITIONS - Purchase Price C
ACQUISITIONS - Purchase Price Consideration (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Cash | $ 371,314 | $ 0 | |
RideNow | |||
Business Acquisition [Line Items] | |||
Cash | $ 400,400 | 400,400 | |
Class B Common Stock | $ 200,958 | 200,958 | |
Total provisional purchase price consideration | $ 601,358 |
ACQUISITIONS - Allocation of Pu
ACQUISITIONS - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Estimated fair value of liabilities assumed: | ||||
Goodwill | $ 260,922 | $ 26,887 | $ 26,887 | |
RideNow | ||||
Estimated fair value of assets acquired: | ||||
Cash | $ 34,454 | |||
Contracts in transit | 10,878 | |||
Accounts receivable | 10,124 | |||
Inventory | 127,080 | |||
Prepaid expenses | 1,785 | |||
Right-of-use assets | 126,886 | |||
Property & equipment | 15,509 | |||
Franchise rights | 282,000 | |||
Other intangible assets, net | 22,129 | |||
Other assets | 119 | |||
Total assets acquired | 630,964 | |||
Estimated fair value of liabilities assumed: | ||||
Accounts payable, accrued expenses and other current liabilities | 43,409 | |||
Notes payable - floor plan | 47,161 | |||
Lease liabilities | 130,181 | |||
Notes payable | 6,549 | |||
Deferred tax liabilities | 30,548 | |||
Other long-term liabilities | 6,210 | |||
Total liabilities assumed | 264,058 | |||
Total net assets acquired | 366,906 | |||
Goodwill | 234,452 | |||
Total consideration | $ 601,358 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - RideNow - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 1,650,625 | $ 1,348,211 |
Pro forma net income | $ 45,565 | $ 18,854 |
Net income per share - basic (in dollars per share) | $ 6.58 | $ 8.63 |
Weighted-average number of shares - basic (in shares) | 6,920,318 | 2,184,441 |
Net income per share - diluted (in dollars per share) | $ 6.42 | $ 5.75 |
Weighted-average number of shares - fully diluted (in shares) | 7,099,041 | 3,279,699 |
Stock compensation and other administrative costs | $ 29,219 | $ 3,175 |
Depreciation and amortization | 13,199 | 13,607 |
Interest expense | 40,347 | 47,312 |
Income tax provision (benefit) | $ (2,706) | $ 6,305 |
REVENUE (Details)
REVENUE (Details) $ / shares in Units, $ in Thousands | May 14, 2019$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 14, 2020 |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 938,440 | $ 416,427 | ||
Debt instrument, convertible, conversion ratio | 8.6956 | |||
Debt instrument conversion price (in dollars per share) | $ / shares | $ 115 | |||
RumbleOn, Inc. | Class B Common Shares | JMP Securities LLC | ||||
Disaggregation of Revenue [Line Items] | ||||
Noncontrolling interest, ownership | 4.99% | |||
Transferred at Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 897,019 | 416,427 | ||
Transferred over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 41,421 | 0 | ||
New vehicles | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 169,632 | 0 | ||
Powersports | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 153,671 | 46,654 | ||
Automotive | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 460,888 | 337,085 | ||
Total used vehicles | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 614,559 | 383,739 | ||
Total new and used vehicles | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 784,191 | 383,739 | ||
Parts, service and accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 66,969 | 0 | ||
Vehicle logistics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 43,878 | 31,816 | ||
Finance and insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 43,402 | $ 872 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 40,827 | $ 10,977 |
Less: allowance for doubtful accounts | 661 | 1,569 |
Accounts receivable, net | 40,166 | 9,408 |
Finance receivables written off | 76 | 296 |
Contracts in transit | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 9,141 | 0 |
Trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 20,061 | 8,859 |
Factory Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 4,003 | 0 |
Financing Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 7,622 | $ 2,118 |
INVENTORY - Schedule of Invento
INVENTORY - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventory | $ 201,666 | $ 21,360 |
New vehicles | ||
Inventory [Line Items] | ||
Inventory | 68,244 | 0 |
Powersport vehicles | ||
Inventory [Line Items] | ||
Inventory | 77,418 | 1,870 |
Automobiles | ||
Inventory [Line Items] | ||
Inventory | 32,512 | 19,490 |
Parts, accessories and other | ||
Inventory [Line Items] | ||
Inventory | $ 23,492 | $ 0 |
INVENTORY - Floor Plan Notes Pa
INVENTORY - Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Floor plan notes payable | $ 97,278 | $ 17,812 |
Floor plans notes payable - trade | ||
Inventory [Line Items] | ||
Floor plan notes payable | 15,119 | 0 |
Floor plans notes payable - non-trade | ||
Inventory [Line Items] | ||
Floor plan notes payable | $ 82,159 | $ 17,812 |
INVENTORY - Narrative (Details)
INVENTORY - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Floor Plan Notes Payable | |
Inventory [Line Items] | |
Proceeds from senior secured debt | $ 274,468 |
London Interbank Offered Rate (LIBOR) | Floor plans notes payable - non-trade | Minimum | |
Inventory [Line Items] | |
Variable interest rate | 5.00% |
London Interbank Offered Rate (LIBOR) | Floor plans notes payable - non-trade | Maximum | |
Inventory [Line Items] | |
Variable interest rate | 7.00% |
London Interbank Offered Rate (LIBOR) | Floor plans notes payable - trade | Minimum | |
Inventory [Line Items] | |
Variable interest rate | 4.75% |
London Interbank Offered Rate (LIBOR) | Floor plans notes payable - trade | Maximum | |
Inventory [Line Items] | |
Variable interest rate | 8.00% |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 29,420 | $ 11,761 |
Less: accumulated depreciation and amortization | 8,003 | 5,240 |
Total | 21,417 | 6,521 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,240 | 0 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,097 | 321 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,367 | 0 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 312 | 191 |
Technology development | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,879 | 11,008 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,525 | $ 241 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net [Abstract] | ||
Depreciation | $ 6,103 | $ 2,143 |
Communications and information technology | 2,707 | 3,530 |
Capitalized technology development, net | 1,266 | 2,145 |
Capitalized computer software, amortization | $ 1,441 | $ 1,385 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | |||
Goodwill | $ 260,922 | $ 26,887 | $ 26,887 |
Other intangible assets | 304,525 | 46 | |
Less: accumulated amortization | 2,459 | 0 | |
Intangible assets, net | 302,066 | 46 | |
Other Intangible Assets | |||
Goodwill [Line Items] | |||
Other intangible assets | 22,175 | 46 | |
Franchise Rights | |||
Goodwill [Line Items] | |||
Other intangible assets | $ 282,350 | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||||
Other intangible assets | $ 304,525 | $ 46 | ||
Goodwill | 260,922 | 26,887 | $ 26,887 | |
Goodwill, mon-deductible amount | 148,500 | |||
RideNow | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 234,452 | |||
Goodwill, mon-deductible amount | 125,400 | |||
Wholesale Express | ||||
Goodwill [Line Items] | ||||
Goodwill, mon-deductible amount | 23,100 | |||
Other Intangible Assets | ||||
Goodwill [Line Items] | ||||
Other intangible assets | 22,175 | 46 | ||
Powersports | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 234,035 | $ 0 | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill by Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 26,887,000 | $ 26,887,000 |
Acquisitions | 0 | |
Impairment | 0 | 0 |
Measurement period adjustment | 0 | 0 |
Ending balance | 260,922,000 | 26,887,000 |
RideNow | ||
Goodwill [Roll Forward] | ||
Acquisitions | 234,035,000 | |
Powersports | ||
Goodwill [Roll Forward] | ||
Beginning balance | 0 | 0 |
Acquisitions | 0 | |
Impairment | 0 | 0 |
Measurement period adjustment | 0 | 0 |
Ending balance | 234,035,000 | 0 |
Powersports | RideNow | ||
Goodwill [Roll Forward] | ||
Acquisitions | 234,035,000 | |
Automotive | ||
Goodwill [Roll Forward] | ||
Beginning balance | 26,039,000 | 26,039,000 |
Acquisitions | 0 | |
Impairment | 0 | 0 |
Measurement period adjustment | 0 | 0 |
Ending balance | 26,039,000 | 26,039,000 |
Automotive | RideNow | ||
Goodwill [Roll Forward] | ||
Acquisitions | 0 | |
Vehicle logistics | ||
Goodwill [Roll Forward] | ||
Beginning balance | 848,000 | 848,000 |
Acquisitions | 0 | |
Impairment | 0 | 0 |
Measurement period adjustment | 0 | 0 |
Ending balance | 848,000 | $ 848,000 |
Vehicle logistics | RideNow | ||
Goodwill [Roll Forward] | ||
Acquisitions | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Future Amortization Expense (Details) - Other Intangible Assets $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2022 | $ 9,422 |
2023 | 7,376 |
2024 | 2,918 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Other intangible assets | $ 19,716 |
ACCOUNTS PAYABLE AND OTHER AC_3
ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 10,028 | $ 8,168 |
Accrued interest | 3,649 | 1,486 |
Accrued payroll | 9,449 | 1,080 |
Customer deposits | 5,732 | 0 |
State and local taxes | 8,287 | 856 |
Professional fees | 5,637 | 112 |
Other accrued expenses | 14,286 | 861 |
Total | $ 57,068 | $ 12,563 |
NOTES PAYABLE AND LINES OF CR_3
NOTES PAYABLE AND LINES OF CREDIT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | May 01, 2020 | |
Total notes payable and lines of credit | $ 257,910 | $ 7,568 | |
Less: Current portion of notes payable | 4,322 | 2,877 | |
Long-term debt, net of current portion | 253,588 | 4,691 | |
Notes payable | 97,278 | 17,812 | |
Term Loan Credit Agreement | |||
Total notes payable and lines of credit | $ 253,438 | 0 | |
Stated interest rate | 9.25% | ||
PPP Loans | |||
Total notes payable and lines of credit | $ 2,534 | 5,177 | |
Notes payable | $ 5,177 | ||
P&D Motorcycles Notes Payable | |||
Total notes payable and lines of credit | $ 1,031 | 0 | |
Stated interest rate | 4.00% | ||
Notes payable | $ 1,724 | ||
NextGen | |||
Total notes payable and lines of credit | 0 | 833 | |
Private Placement | |||
Total notes payable and lines of credit | 0 | 669 | |
Line Of Credit - RumbleOn Finance | |||
Total notes payable and lines of credit | $ 0 | 889 | |
Stated interest rate | 7.25% | ||
RideNow Management Notes Payable | |||
Total notes payable and lines of credit | $ 907 | $ 0 | |
RideNow Management Notes Payable | Minimum | |||
Periodic principal payment | $ 7 | ||
RideNow Management Notes Payable | Minimum | London Interbank Offered Rate (LIBOR) | |||
Variable interest rate | 0.60% | ||
RideNow Management Notes Payable | Maximum | |||
Periodic principal payment | $ 13 | ||
RideNow Management Notes Payable | Maximum | London Interbank Offered Rate (LIBOR) | |||
Variable interest rate | 1.30% |
NOTES PAYABLE AND LINES OF CR_4
NOTES PAYABLE AND LINES OF CREDIT - Future Principal Debt Payments Schedule (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 4,322 |
2023 | 150 |
2024 | 0 |
2025 | 0 |
2026 | 253,438 |
Total debt payments | $ 257,910 |
NOTES PAYABLE AND LINES OF CR_5
NOTES PAYABLE AND LINES OF CREDIT - Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Floor plan notes payable | $ 97,278 | $ 17,812 |
Floor plans notes payable - trade | ||
Inventory [Line Items] | ||
Floor plan notes payable | 15,119 | 0 |
Floor plans notes payable - non-trade | ||
Inventory [Line Items] | ||
Floor plan notes payable | $ 82,159 | $ 17,812 |
NOTES PAYABLE AND LINES OF CR_6
NOTES PAYABLE AND LINES OF CREDIT - Narrative (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Aug. 30, 2021 | Jun. 30, 2021 | Jun. 29, 2021 | Mar. 15, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 01, 2020 |
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 16,405 | $ 6,450 | |||||||
Fair value of warrants and rights | $ 40,000 | 40,000 | |||||||
Fair value adjustment of warrants | $ 19,700 | $ 6,526 | $ 13,174 | $ 2,224 | $ 10,950 | ||||
Notes payable | 97,278 | 17,812 | |||||||
Term Loan Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount | 25,862 | ||||||||
Paid-in-kind interest percent | 1.00% | ||||||||
Interest expense | 10,580 | ||||||||
Amortization of debt issuance costs and discounts | $ 1,870 | ||||||||
Term Loan Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 1.00% | ||||||||
Term Loan Credit Agreement | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 9.25% | ||||||||
Term Loan Credit Agreement | Base Rate | Debt Instrument, Redemption, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 8.25% | ||||||||
Term Loan Credit Agreement | Base Rate | Debt Instrument, Redemption, Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 7.25% | ||||||||
Term Loan Credit Agreement | Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount | $ 10,950 | ||||||||
Line of Credit - NextGear | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 1,849 | 1,635 | |||||||
PPP Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 5,177 | ||||||||
Debt forgiveness | $ 2,643 | ||||||||
Unsecured debt | 2,534 | ||||||||
Floor plans notes payable - non-trade | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 82,159 | 17,812 | |||||||
Floor plans notes payable - non-trade | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 7.00% | ||||||||
Floor plans notes payable - non-trade | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 5.00% | ||||||||
Floor plans notes payable - trade | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 15,119 | $ 0 | |||||||
Floor plans notes payable - trade | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 8.00% | ||||||||
Floor plans notes payable - trade | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 4.75% | ||||||||
Floor Plan Notes Payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from senior secured debt | $ 274,468 | ||||||||
Line of Credit | Initial Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | $ 280,000 | ||||||||
Line of Credit | Delayed Draw Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | 120,000 | ||||||||
Line of Credit | Term Loan Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, incremental draws | $ 100,000 | ||||||||
Line of Credit | Line of Credit - NextGear | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, current borrowing capacity | $ 29,000 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 03, 2019 |
Face Amount | $ 38,904 | $ 39,774 | |
Debt Discount | 9,508 | 12,045 | |
Carrying Amount | 29,396 | 27,729 | |
Face Amount, Current portion | 154 | 768 | |
Debt Discount, Current portion | 0 | 205 | |
Carrying Amount, Current portion | 154 | 563 | |
Face Amount, Long-term portion | 38,750 | 39,006 | |
Debt Discount, Long-term portion | 9,508 | 11,840 | |
Carrying Amount, Long-term portion | 29,242 | 27,166 | |
Convertible senior notes | |||
Face Amount | 38,750 | 38,750 | |
Debt Discount | 9,508 | 11,737 | |
Carrying Amount | 29,242 | 27,013 | |
Autosport Convertible Notes - $1,536 | |||
Face Amount | 154 | 1,024 | |
Debt Discount | 0 | 308 | |
Carrying Amount | $ 154 | $ 716 | $ 1,536 |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) | Jan. 14, 2020USD ($)tradingDay$ / shares | May 14, 2019USD ($)tradingDay$ / shares | Feb. 03, 2019USD ($)day$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||
Convertible debt | $ 29,396,000 | $ 27,729,000 | |||
Proceeds from convertible note | 0 | 8,272,000 | |||
Debt instrument, convertible, conversion ratio | 8.6956 | ||||
Debt instrument conversion price (in dollars per share) | $ / shares | $ 115 | ||||
Gain from extinguishment of debt | 0 | 188,000 | |||
Derivative liabilities | 66,000 | 17,000 | |||
Change in derivative liability | (8,799,000) | 11,000 | |||
Notes payable | 97,278,000 | 17,812,000 | |||
Interest expense | 16,405,000 | 6,450,000 | |||
RumbleOn, Inc. | Class B Common Shares | JMP Securities LLC | |||||
Debt Instrument [Line Items] | |||||
Noncontrolling interest, ownership | 4.99% | ||||
Old Notes | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | $ 30,000,000 | ||||
Stated interest rate | 6.75% | ||||
Payment of debt issuance costs, percent | 7.00% | ||||
Proceeds from convertible note | $ 27,386,000 | ||||
Debt instrument, convertible, threshold percentage of stock price trigger | 150.00% | ||||
Debt instrument, convertible, threshold trading days | tradingDay | 20 | ||||
Debt instrument, convertible, threshold consecutive trading days | tradingDay | 30 | ||||
Debt instrument, redemption price, percentage | 100.00% | ||||
Gain from extinguishment of debt | 188,000 | ||||
Debt conversion, original debt, amount | 2,593,000 | ||||
New Notes | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | $ 30,000,000 | ||||
Stated interest rate | 6.75% | ||||
Proceeds from convertible note | $ 8,272,000 | ||||
Debt instrument, convertible, conversion ratio | 25 | ||||
Debt instrument conversion price (in dollars per share) | $ / shares | $ 40 | ||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||||
Debt instrument, convertible, threshold trading days | tradingDay | 20 | ||||
Debt instrument, convertible, threshold consecutive trading days | tradingDay | 30 | ||||
Debt instrument, redemption price, percentage | 100.00% | ||||
Debt instrument, ownership percentage | 25.00% | ||||
Debt instrument, debt default amount payable, percent | 100.00% | ||||
New Notes | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, conversion ratio | 62 | ||||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt conversion amount | $ 25,280,000 | ||||
Debt conversion rate | 18.70% | ||||
Debt discount | $ 13,529,000 | ||||
Debt issuance costs gross | 60,000 | ||||
Derivative liabilities | $ 21,000 | ||||
Change in derivative liability | 45,000 | ||||
Autosport Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 500,000 | ||||
Autosport Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | $ 1,536,000 | 154,000 | |||
Stated interest rate | 6.50% | ||||
Debt instrument conversion price (in dollars per share) | $ / shares | $ 115 | ||||
Debt instrument, convertible, threshold consecutive trading days | day | 20 | ||||
Stock price trigger (in dollars per share) | $ / shares | $ 140 | ||||
Debt instrument, convertible, maximum number of shares (in shares) | shares | 2,449 | ||||
Interest expense | 51,000 | 188,000 | |||
Amortization of debt issuance costs and discounts | $ 37,000 | $ 84,000 |
CONVERTIBLE NOTES- Interest Exp
CONVERTIBLE NOTES- Interest Expense Schedule (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 2,616 | $ 2,566 |
Amortization of debt discounts | 2,229 | 1,867 |
Total | $ 4,845 | $ 4,433 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) | Sep. 30, 2021shares | Aug. 31, 2021USD ($)$ / sharesshares | Aug. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 29, 2021USD ($) | Apr. 08, 2021USD ($)$ / sharesshares | Mar. 15, 2021USD ($) | May 18, 2020 | Jan. 17, 2020USD ($)$ / sharesshares | Oct. 23, 2017shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options outstanding (in shares) | 2,551 | 2,751 | 5,087 | ||||||||||
RSUs outstanding (in shares) | 912,128 | ||||||||||||
Unrecognized stock based compensations related to outstanding awards | $ | $ 16,431,000 | ||||||||||||
Period for recognition for awards not yet recognized | 1 year 5 months 12 days | ||||||||||||
Stockholders' equity note, stock split, conversion ratio | 0.05 | ||||||||||||
Fair value of warrants and rights | $ | $ 40,000,000 | $ 40,000,000 | |||||||||||
Fair value adjustment of warrants | $ | $ 19,700,000 | $ 6,526,000 | $ 13,174,000 | $ 2,224,000 | $ 10,950,000 | ||||||||
Public Stock Offering | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Sale of stock, consideration received | $ | $ 154,443,000 | $ 36,797,000 | $ 10,780,000 | ||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,053,029 | 1,048,998 | 1,170,000 | 145,500 | |||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 33 | $ 38 | $ 11.40 | ||||||||||
Share-based Payment Arrangement, Option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting period | 10 years | ||||||||||||
Share-based Payment Arrangement, Option | Share-based Payment Arrangement, Tranche One | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 20.00% | ||||||||||||
Share-based Payment Arrangement, Option | Share-based Payment Arrangement, Tranche Two | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 7.50% | ||||||||||||
Share-based Payment Arrangement, Option | Share-based Payment Arrangement, Tranche Three | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 12.50% | ||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting period | 3 years | ||||||||||||
RSUs outstanding (in shares) | 912,128 | 443,843 | 129,938 | ||||||||||
Unrecognized stock based compensations related to outstanding awards | $ | $ 16,418,000 | ||||||||||||
Period for recognition for awards not yet recognized | 1 year 5 months 12 days | ||||||||||||
Performance Shares | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting period | 36 months | ||||||||||||
Class B Common Shares | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares authorized for issuance under the Plan (in shares) | 2,700,000 | ||||||||||||
Class B Common Shares | Estate Of Mr. Berrard | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued in period (in shares) | 154,731 |
STOCKHOLDERS' EQUITY - Stock-Ba
STOCKHOLDERS' EQUITY - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Restricted stock units | $ 29,188 | $ 2,957 |
Options | 31 | 21 |
Total stock-based compensation | $ 29,219 | $ 2,978 |
STOCKHOLDERS' EQUITY - Unrecogn
STOCKHOLDERS' EQUITY - Unrecognized Stock-Based Amortization (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Unrecognized Stock Based Compensations Related to Outstanding Awards | $ 16,431,000 |
Remaining Weighted-Average Amortization Period (in years) | 1 year 5 months 12 days |
Restricted Stock Units (RSUs) | |
Unrecognized Stock Based Compensations Related to Outstanding Awards | $ 16,418,000 |
Remaining Weighted-Average Amortization Period (in years) | 1 year 5 months 12 days |
Equity Option | |
Unrecognized Stock Based Compensations Related to Outstanding Awards | $ 13,000 |
Remaining Weighted-Average Amortization Period (in years) | 3 months 25 days |
STOCKHOLDERS' EQUITY - RSU Acti
STOCKHOLDERS' EQUITY - RSU Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of RSUs | ||
Ending balance (in shares) | 912,128 | |
Restricted Stock Units (RSUs) | ||
Number of RSUs | ||
Beginning balance (in shares) | 443,843 | 129,938 |
Granted (in shares) | 1,320,782 | 416,435 |
Vested (in shares) | (723,334) | (35,274) |
Forfeited (in shares) | (129,163) | (67,256) |
Ending balance (in shares) | 912,128 | 443,843 |
Weighted -Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 13.26 | $ 99 |
Granted (in dollars per share) | 37.03 | 6.60 |
Vested (in dollars per share) | 32.52 | 87.91 |
Forfeited (in dollars per share) | 15.86 | 98.53 |
Ending balance (in dollars per share) | $ 37.48 | $ 13.26 |
STOCKHOLDERS' EQUITY - Non-qual
STOCKHOLDERS' EQUITY - Non-qualified Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Beginning balance (in shares) | 2,751 | 5,087 | |
Options granted (in shares) | 0 | 250 | |
Options exercised (in shares) | 0 | 0 | |
Options forfeited or expires (in shares) | (200) | (2,586) | |
Ending balance (in shares) | 2,551 | 2,751 | 5,087 |
Weighted Average Exercise Price | |||
Options outstanding, Weighted average exercise price, beginning balance (in dollars per share) | $ 79.76 | $ 78.10 | |
Options granted, Weighted average exercise price (in dollars per share) | 0 | 61.40 | |
Options exercised Weighted average exercise price (in dollars per share) | 0 | ||
Options forfeited or expires, Weighted average exercise price (in dollars per share) | 81.60 | 74.72 | |
Options outstanding, Weighted average exercise price, ending balance (in dollars per share) | $ 79.62 | $ 79.76 | $ 78.10 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, Weighted-average remaining contractual life | 8 years 8 months 12 days | 9 years 7 months 6 days | 9 years 7 months 6 days |
Options vested/exercisable (in shares) | 1,875 | ||
Options vested/exercisable, Weighted average exercise price (in dollars per share) | $ 79.92 | ||
Options vested/exercisable, Weighted-average remaining contractual life | 7 years 8 months 12 days | ||
Options expected to vest (in shares) | 676 | ||
Options expected to vest, Weighted average exercise price (in dollars per share) | $ 78.79 | ||
Options expected to vest, Weighted-average remaining contractual life | 7 years 8 months 12 days |
STOCKHOLDERS' EQUITY - Black-Sc
STOCKHOLDERS' EQUITY - Black-Scholes Option Valuation Assumptions (Details) - Equity Option - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Risk-free rate | 0.00% | 0.30% |
Expected volatility | 0.00% | 194.80% |
Expected life (in years) | 5 years 5 months 23 days | |
Expected dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value per option | $ 0 | $ 29.66 |
COMMON STOCK WARRANTS - Narrati
COMMON STOCK WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2021 | Apr. 08, 2021 | Jan. 17, 2020 | Oct. 23, 2017 | Dec. 31, 2021 | Oct. 31, 2018 | Apr. 30, 2018 |
Class of Warrant or Right [Line Items] | |||||||
Principal advance | $ 5,000 | ||||||
Public Stock Offering | |||||||
Class of Warrant or Right [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,053,029 | 1,048,998 | 1,170,000 | 145,500 | |||
Public Placement Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of warrant or right, number of securities called by each warrants or rights (in shares) | 10,913 | ||||||
Class of warrant or right, number of securities called by each warrants or rights, percent | 7.50% | ||||||
Warrants exercise price (in dollars per share) | $ 126.50 | ||||||
Class of warrant or right, exercise price of warrants or rights, percent | 115.00% | ||||||
Hercules April Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of warrant or right, number of securities called by each warrants or rights (in shares) | 4,091 | ||||||
Warrants exercise price (in dollars per share) | $ 110 | $ 110 | |||||
Hercules April Warrants, Tranche Two | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of warrant or right, number of securities called by each warrants or rights (in shares) | 5,455 | ||||||
Hercules October Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of warrant or right, number of securities called by each warrants or rights (in shares) | 1,048 | ||||||
Warrants exercise price (in dollars per share) | $ 143.20 | $ 143.13 |
COMMON STOCK WARRANTS - Warrant
COMMON STOCK WARRANTS - Warrants Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Warrants or Rights [Roll Forward] | ||
Warrants outstanding at the beginning of the year (in shares) | 16,530 | 16,530 |
New warrant issuances to Hercules (in shares) | 0 | 0 |
Adjustment to the Hercules warrants due to the anti-dilutive provisions (in shares) | 0 | 0 |
Warrants outstanding at the end of the year (in shares) | 16,530 | 16,530 |
COMMON STOCK WARRANTS - Schedul
COMMON STOCK WARRANTS - Schedule of Warrants (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Mar. 15, 2021 | Oct. 31, 2018 | Apr. 30, 2018 | Oct. 23, 2017 | |
Class of Warrant or Right [Line Items] | |||||
Fair value at initial valuation date | $ 40,000,000 | $ 40,000,000 | |||
Underwriter Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 126.50 | ||||
Fair value price per share of common stock (in dollars per share) | $ 110 | ||||
Volatility | 62.00% | ||||
Expected term remaining (years) | 4 years | ||||
Risk-free interest rate | 1.31% | ||||
Discount for lack of marketability | 20.00% | ||||
Dividend yield | 0.00% | ||||
Fair value at initial valuation date | $ 505,273 | ||||
Hercules April Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 110 | $ 110 | |||
Fair value price per share of common stock (in dollars per share) | $ 101.40 | ||||
Volatility | 70.00% | ||||
Expected term remaining (years) | 4 years | ||||
Risk-free interest rate | 2.79% | ||||
Discount for lack of marketability | 20.00% | ||||
Dividend yield | 0.00% | ||||
Fair value at initial valuation date | $ 208,369 | ||||
Hercules October Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 143.20 | $ 143.13 | |||
Fair value price per share of common stock (in dollars per share) | $ 114.60 | ||||
Volatility | 70.00% | ||||
Expected term remaining (years) | 4 years | ||||
Risk-free interest rate | 2.94% | ||||
Discount for lack of marketability | 20.00% | ||||
Dividend yield | 0.00% | ||||
Fair value at initial valuation date | $ 59,292 | ||||
Public Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 126.50 |
SELLING, GENERAL AND ADMINIST_3
SELLING, GENERAL AND ADMINISTRATIVE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Selling, General and Administrative Expense [Abstract] | ||
Compensation and related costs | $ 63,473 | $ 22,756 |
Stock based compensation | 29,219 | 2,978 |
Advertising and marketing | 14,425 | 5,287 |
Professional fees | 4,714 | 3,148 |
Technology development and software | 1,992 | 1,421 |
Facilities | 9,568 | 2,837 |
General and administrative | 40,686 | 15,232 |
Total | $ 164,077 | $ 53,659 |
LOSS CONTINGENCIES AND INSURANC
LOSS CONTINGENCIES AND INSURANCE RECOVERIES - Narrative (Details) - USD ($) $ in Thousands | Jul. 23, 2020 | Mar. 03, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Unusual or Infrequent Items, or Both [Abstract] | ||||
Unusual or infrequent item, or both, inventory loss | $ 13,000 | |||
Unusual or infrequent item, or both, building and personal property loss | 2,783 | |||
Unusual or infrequent item, or both, loss of business income coverage | 6,000 | |||
Unusual or infrequent item, or both, insurance proceeds | 5,615 | |||
Unusual or infrequent item, or both, insurance proceeds on building and personal property loss | 2,778 | |||
Unusual or infrequent item, or both, insurance deductible | 5 | |||
Unusual or infrequent item, or both, insurance periodic payment | $ 5,615 | 2,270 | ||
Unusual or infrequent item, or both, insurance advance payment | $ 250 | |||
Unusual or infrequent item, or both, insurance additional payment | $ 3,135 | |||
Impairment loss on automotive inventory | $ 0 | $ 11,738 | ||
Impairment loss on inventory, vehicles | 4,454 | |||
Impairment loss on inventory, partially damaged vehicles | $ 7,284 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 12,075 | $ 3,835 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Supplemental Cash Flow Information [Abstract] | |||
Cash and cash equivalents | $ 48,974 | $ 1,467 | |
Restricted cash | 3,000 | 2,049 | |
Total cash, cash equivalents, and restricted cash | $ 51,974 | $ 3,516 | $ 6,726 |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 880 | 0 |
Total current income tax expense | 880 | 0 |
Deferred | ||
Federal | (21,028) | 0 |
State | (1,517) | 0 |
Total deferred income tax benefit | (22,545) | 0 |
Income tax benefit | $ (21,665) | $ 0 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 20,316 | $ 21,495 |
Business interest carryforward | 2,992 | 1,651 |
Stock-based compensation | 796 | 518 |
Accounts receivable allowance | 209 | 362 |
Lease liabilities | 33,008 | 1,569 |
Inventory reserve | 290 | 26 |
Basis difference in goodwill | 0 | 352 |
Transaction costs | 1,027 | 0 |
Accrued liabilities | 57 | 123 |
Property and equipment | 0 | 373 |
Total deferred income tax assets | 58,695 | 26,469 |
Deferred tax liabilities: | ||
Intangibles and goodwill | 30,614 | 0 |
Right-of-use assets | 32,740 | 1,478 |
Debt issuance costs amortization | 1,173 | 1,249 |
Property and equipment | 1,754 | 0 |
Total deferred tax liabilities | 66,281 | 2,727 |
Net deferred tax liabilities before valuation allowance | (7,586) | |
Net deferred tax assets before valuation allowance | 23,742 | |
Valuation allowance | 0 | (23,742) |
Net deferred taxes | $ (7,586) | $ 0 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal statutory rate | 21.00% | 21.00% |
State and local, net of federal benefit | (13.00%) | 5.00% |
Derivative expense | (5.90%) | 0.00% |
Executive compensation | (8.50%) | 0.00% |
Other permanent difference | (0.70%) | (1.40%) |
Stock-based compensation | 0.50% | 0.00% |
Valuation allowance | 75.60% | (24.60%) |
Effective tax rate | 69.00% | 0.00% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | ||
Income tax expense (benefit) | $ (21,665) | $ 0 |
Effective tax rate (as a percent) | 69.00% | 0.00% |
Release of valuation allowance | $ 23,742 | |
Domestic Tax Authority | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 91,246 | $ 82,733 |
State and Local Jurisdiction | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 17,878 | $ 16,291 |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 912,128 | 443,843 |
Equity Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,551 | 2,751 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,531 | 16,530 |
Class B Common Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 982,107 | 982,107 |
Oaktree Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,212,121 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021USD ($)note | Aug. 31, 2021USD ($)leasenote$ / sharesshares | Apr. 08, 2021$ / sharesshares | Jan. 17, 2020$ / sharesshares | Oct. 30, 2018USD ($)leaserenewalOption | Oct. 23, 2017shares | Dec. 31, 2021USD ($)note | Dec. 31, 2020USD ($) | Mar. 12, 2021USD ($) |
Related Party Transaction [Line Items] | |||||||||
Notes payable | $ 97,278 | $ 97,278 | $ 17,812 | ||||||
Public Stock Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 5,053,029 | 1,048,998 | 1,170,000 | 145,500 | |||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 33 | $ 38 | $ 11.40 | ||||||
Blue Flame Capital | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, related parties | 371 | ||||||||
Accrued interest | 9 | ||||||||
Interest expense | 3 | $ 78 | |||||||
Director | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, related parties | $ 907 | $ 2,200 | $ 907 | ||||||
Number of promissory notes | note | 2 | 2 | 2 | ||||||
Director | RNBeach, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Asset acquisition purchase price | $ 5,528 | ||||||||
Cash payments to acquire assets | $ 5,368 | ||||||||
Director | RideNow Leases | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of leases | lease | 24 | ||||||||
Operating lease, increase in rent, percent | 2.00% | ||||||||
Operating lease, monthly cost | $ 1,229 | ||||||||
Operating lease term | 20 years | ||||||||
Director | RideNow Reinsurance Product Sales | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to affiliated entity | $ 139 | ||||||||
Director | RideNow Management LLLP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to affiliated entity | $ 479 | ||||||||
Director | Public Stock Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 13,636 | ||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 33 | ||||||||
Shareholder | Nashville Leases | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of leases | lease | 2 | ||||||||
Operating lease, number of renewal options | renewalOption | 2 | ||||||||
Operating lease, renewal term | 5 years | ||||||||
Operating lease, increase in rent, percent | 10.00% | ||||||||
Operating lease, monthly cost | $ 25 | ||||||||
Affiliated Entity | Bridge Loan | BRF Finance | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable | $ 2,500 | ||||||||
Maturity threshold amount | $ 2,650 | ||||||||
Stated interest rate | 12.00% |
LEASES - Balance Sheet Classifi
LEASES - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases, Operating [Abstract] | ||
Right-of-use assets | $ 133,112 | $ 5,690 |
Operating lease liabilities, current | 19,155 | 1,630 |
Operating lease liabilities, noncurrent | 114,687 | 4,370 |
Leases, Finance [Abstract] | ||
Right-of-use assets | 3,240 | 0 |
Finance lease liabilities, current | 1,094 | 0 |
Finance lease liabilities, noncurrent | 2,869 | 0 |
Total right-of-use assets | 136,352 | 5,690 |
Total lease liabilities | $ 137,805 | $ 6,000 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion lease liabilities | Current portion lease liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion lease liabilities | Current portion lease liabilities |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 7,431 | $ 2,200 |
LEASES - Lease Details (Details
LEASES - Lease Details (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average lease term - operating leases | 14 years 10 months 24 days | 3 years 8 months 12 days |
Weighted average lease term - finance leases | 19 years 8 months 12 days | 0 years |
Weighted average discount rate - operating leases | 14.00% | 6.20% |
Weighted average discount rate - finance leases | 15.00% | 0.00% |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Total operating lease expenses | $ 7,431 | $ 2,200 |
Amortization of ROU assets | 55 | 0 |
Interest on lease liabilities | 165 | 0 |
Total lease cost | $ 7,651 | $ 2,200 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Cash payments for operating leases | $ 6,644 | $ 1,692 |
New operating lease assets obtained in exchange for operating lease liabilities | $ 94,544 | $ 2,901 |
LEASES - Maturity Lease Schedul
LEASES - Maturity Lease Schedule (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 18,040 |
2023 | 17,466 |
2024 | 16,673 |
2025 | 14,892 |
2026 | 13,680 |
Thereafter | 176,205 |
Total lease payments | 256,956 |
Less imputed interest | (173,187) |
Present value of operating lease liabilities | $ 83,769 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 1 |
SEGMENT REPORTING - Segment Inf
SEGMENT REPORTING - Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total assets | $ 1,027,749 | $ 76,979 |
Revenue | 938,440 | 416,427 |
Operating income (loss) | (8,868) | (18,560) |
Depreciation and amortization | 6,103 | 2,143 |
Interest expense | (16,405) | (6,450) |
Change in derivative liability | (8,799) | 11 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total assets | (641,169) | (27,091) |
Revenue | (4,964) | (4,071) |
Operating income (loss) | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Interest expense | 0 | 0 |
Change in derivative liability | 0 | |
Powersports | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,200,253 | 45,694 |
Revenue | 433,712 | 47,526 |
Operating income (loss) | (22,519) | (19,866) |
Depreciation and amortization | 5,981 | 1,997 |
Interest expense | (14,288) | (4,605) |
Change in derivative liability | (8,799) | |
Automotive | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 453,752 | 47,841 |
Revenue | 460,888 | 337,085 |
Operating income (loss) | 9,905 | (1,365) |
Depreciation and amortization | 95 | 140 |
Interest expense | (2,111) | (1,840) |
Change in derivative liability | 0 | |
Vehicle logistics | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 14,913 | 10,535 |
Revenue | 48,804 | 35,887 |
Operating income (loss) | 3,746 | 2,671 |
Depreciation and amortization | 27 | 6 |
Interest expense | (6) | $ (5) |
Change in derivative liability | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Feb. 18, 2022 | Jan. 19, 2022 | Mar. 31, 2022 | Feb. 04, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | Feb. 03, 2019 |
Subsequent Event [Line Items] | ||||||||
Convertible debt | $ 29,396,000 | $ 27,729,000 | ||||||
Delayed Draw Term Loan Facility | Line of Credit | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 120,000,000 | |||||||
Autosport Convertible Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible debt | $ 154,000 | $ 1,536,000 | ||||||
Subsequent Event | Director | Perpetual Software License Purchase Agreement and Platform Service Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate license agreement | $ 3,600,000 | |||||||
Payments to affiliated entity | $ 1,080,000 | |||||||
Initial term of license agreement | 36 months | |||||||
Termination notice period | 60 days | |||||||
Subsequent Event | Director | Perpetual Software License Purchase Agreement and Platform Service Agreement, Support and Maintenance Fees | ||||||||
Subsequent Event [Line Items] | ||||||||
Monthly support and maintenance services cost | $ 30,000 | |||||||
Subsequent Event | Freedom Powersports Real Estate LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, consideration transferred | $ 129,971,000 | |||||||
Business combination, liabilities assumed | 27,025,000 | |||||||
Subsequent Event | Freedom Powersports Real Estate LLC, Business | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, consideration transferred | 83,291,000 | |||||||
Subsequent Event | Freedom Powersports Real Estate LLC, Real Estate Properties | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, consideration transferred | 46,680,000 | |||||||
Subsequent Event | Delayed Draw Term Loan Facility | Line of Credit | Freedom Powersports Real Estate LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from lines of credit | $ 84,500,000 | |||||||
Subsequent Event | ROV SPV | Line of Credit | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 25,000,000 | |||||||
Subsequent Event | Class B Common Shares | Freedom Powersports Real Estate LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Business acquisition, number of shares issued to acquire business (in shares) | 1,048,718 |