RumbleON (RMBL) 10-Q10 May 222022 Q1 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	May 09, 2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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	Class B Common Stock, $0.001 par value
Trading Symbol	RMBL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Entity Central Index Key	0001596961
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Common Class A
Entity Common Stock, Shares Outstanding		50,000
Common Class B
Entity Common Stock, Shares Outstanding		16,504,469

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 59,362	$ 48,974
Restricted cash	9,500	3,000
Accounts receivable, net	52,990	40,166
Inventory	229,032	201,666
Prepaid expense and other current assets	5,891	6,335
Total current assets	356,775	300,141
Property and equipment, net	59,843	21,417
Right-of-use assets	144,892	133,112
Goodwill	348,318	260,922
Intangible assets, net	301,889	302,066
Other assets	9,090	10,091
Total assets	1,220,807	1,027,749
Current liabilities:
Accounts payable and accrued liabilities	81,893	57,068
Vehicle floor plan note payable	122,994	97,278
Current portion lease liabilities	21,542	20,249
Current portion of long-term, convertible debts, and notes payable	4,277	4,476
Total current liabilities	230,706	179,071
Long-term liabilities:
Senior secured note	338,946	253,438
Convertible debt, net	29,862	29,242
Notes payable	6,928	150
Operating lease liabilities	126,241	114,687
Financing lease liabilities	2,873	2,869
Deferred tax liabilities	5,620	7,586
Other long-term liabilities	10,455	9,061
Total long-term liabilities	520,925	417,033
Total liabilities	751,631	596,104
Commitments and contingencies (Notes 2, 3, 6, and 11)
Stockholders' equity:
Additional paid-in capital	578,444	550,055
Accumulated deficit	(104,965)	(114,106)
Class B stock in treasury, at cost 123,089 shares as of March 31, 2022 and December 31, 2021	(4,319)	(4,319)
Total stockholders' equity	469,176	431,645
Total liabilities and stockholders' equity	1,220,807	1,027,749
Common Class B
Stockholders' equity:
Common B stock, $0.001 par value, 100,000,000 shares authorized, 16,381,443 and 14,882,022 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	$ 16	$ 15

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Treasury stock (in shares)	123,089	123,089
Common Class B
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)	16,381,443	14,882,022
Common stock, shares, outstanding (in shares)	16,381,443	14,882,022

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues [Abstract]
Total revenue	$ 459,920	$ 104,264
Total cost of revenue	354,707	93,086
Gross profit	105,213	11,178
Selling, general and administrative	78,076	13,401
Depreciation and amortization	4,474	599
Operating income (loss)	22,663	(2,822)
Interest expense	(11,181)	(1,609)
Change in derivative liability	39	(21)
Income (loss) before provision for income taxes	11,521	(4,452)
Income tax provision	2,380	0
Net income (loss)	$ 9,141	$ (4,452)
Weighted average number of common shares outstanding - basic (in shares)	15,693,900	2,303,525
Net income (loss) per share - basic (in dollars per share)	$ 0.58	$ (1.93)
Weighted average number of common shares outstanding - fully diluted (in shares)	15,718,441	2,303,525
Net income (loss) per share - fully diluted (in dollars per share)	$ 0.58	$ (1.93)
Powersports
Revenues [Abstract]
Total revenue	$ 254,633	$ 10,528
Total cost of revenue	208,231	7,877
Automotive
Revenues [Abstract]
Total revenue	110,729	84,071
Total cost of revenue	107,154	77,860
Parts, service and accessories
Revenues [Abstract]
Total revenue	54,737	0
Total cost of revenue	29,455	0
Finance and insurance, net
Revenues [Abstract]
Total revenue	27,470	327
Vehicle logistics
Revenues [Abstract]
Total revenue	12,351	9,338
Total cost of revenue	$ 9,867	$ 7,349

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common StockCommon Class A	Common StockCommon Class B	Additional Paid in Capital	Accumulated Deficit	Treasury Stock
Beginning balance (in shares) at Dec. 31, 2020		50,000	2,191,633			0
Beginning balance, amount at Dec. 31, 2020	$ 4,571	$ 0	$ 2	$ 108,949	$ (104,380)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for restricted stock units (in shares)			94,771
Stock-based compensation	1,734			1,734
Net income	(4,452)				(4,452)
Ending balance (in shares) at Mar. 31, 2021		50,000	2,286,404			0
Ending balance, amount at Mar. 31, 2021	1,853	$ 0	$ 2	110,683	(108,832)	$ 0
Beginning balance (in shares) at Dec. 31, 2021		50,000	14,882,022			123,089
Beginning balance, amount at Dec. 31, 2021	431,645	$ 0	$ 15	550,055	(114,106)	$ (4,319)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for restricted stock units (in shares)			450,703
Issuance of common stock in acquisition (in shares)			1,048,718
Issuance of common stock in acquisition	26,511		$ 1	26,510
Stock-based compensation	1,879			1,879
Net income	9,141				9,141
Ending balance (in shares) at Mar. 31, 2022		50,000	16,381,443			123,089
Ending balance, amount at Mar. 31, 2022	$ 469,176	$ 0	$ 16	$ 578,444	$ (104,965)	$ (4,319)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 9,141	$ (4,452)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	4,474	599
Amortization of debt discount	1,935	559
Stock based compensation expense	1,879	1,734
(Gain) loss from change in value of derivatives	(39)	21
Deferred taxes	(1,966)	0
Changes in operating assets and liabilities:
Increase in accounts receivable	(10,565)	(11,935)
Increase in inventory	(1,279)	(2,674)
Decrease (increase) in prepaid expenses and other current assets	658	(605)
Increase in other assets	(2,498)	(8)
Increase in other liabilities	(2,062)	(214)
Increase in accounts payable and accrued liabilities	17,304	4,092
(Decrease) increase in lease right-of-use assets	(9,778)	272
Increase (decrease) in lease liabilities	10,849	(326)
Increase in floor plan trade note borrowings	13,221	0
Net cash provided by (used in) operating activities	31,274	(12,937)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions, net of cash received	(64,916)	0
Purchase of property and equipment	(1,319)	0
Technology development	(1,752)	(395)
Net cash used in investing activities	(67,987)	(395)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new secured debt	84,500	2,500
Repayments of debt and mortgage notes	(31,597)	0
Proceeds from issuance of notes	6,541	0
Repayments of notes payable	0	(1,397)
(Decrease) increase in borrowings from non-trade floor plans	(5,843)	10,843
Net cash provided by financing activities	53,601	11,946
NET CHANGE IN CASH	16,888	(1,386)
Cash and restricted cash at beginning of period	51,974	3,516
Cash and restricted cash at end of period	$ 68,862	$ 2,130

DESCRIPTION OF BUSINESS AND SIG

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2022
Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Unless the context requires otherwise, references in these financial statements to “RumbleOn,” the “Company,” “we,” “us,” and “our” refer to RumbleOn, Inc. and its consolidated subsidiaries. Overview 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 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 is revolutionizing the customer experience for outdoor enthusiasts across the country and making powersports vehicles accessible to more people, in more places than ever before. RumbleOn completed its business combinations with RideNow Powersports, the nation’s largest powersports retailer group (“RideNow”) on August 31, 2021 (the “RideNow Closing Date”). On February 18, 2022 (the “Freedom Closing Date”), the Company completed its acquisition of Freedom Powersports, LLC ("Freedom Powersports") and Freedom Powersports Real Estate, LLC ("Freedom Powersports - RE" and together with Freedom Powersports, the "Freedom Entities"), a retailer group with 14 retail locations (refer to Note 2 - Acquisitions). Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”) for interim information and with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC”). The Condensed Consolidated Financial Statements include the accounts of RumbleOn, Inc. and its subsidiaries, which are all wholly owned, including RideNow and the Freedom Entities (as defined below) from the Freedom Closing Date. In accordance with those rules and regulations, the Company has omitted certain information and notes required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K (the "2021 Form 10-K") for the year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the entire fiscal year. All intercompany accounts and material intercompany transactions have been eliminated. Use of Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenue and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates. In particular, the continuing adverse impacts to global economic conditions, as well as the Company’s operations, may impact future estimates including, but not limited to inventory valuations, fair value measurements, asset impairment charges and discount rate assumptions. These conditions include, but are not limited to, recession, inflation, interest rates, unemployment levels, the state of the housing market, gasoline prices, consumer credit availability, consumer credit delinquency and loss rates, personal discretionary spending levels, and consumer sentiment about the economy in general. These conditions and the economy in general could be affected by significant national or international events such as a global health crisis (like COVID-19), acts of terrorism or acts of war (including the recent Russian invasion of Ukraine). When these economic conditions worsen or stagnate, it can have a material adverse effect on consumer demand as well as the availability of credit to finance powersports and vehicle purchases. 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. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires the company acquiring contract assets and contract liabilities obtained in a business combination to recognize and measure them in accordance with ASC 606, Revenue from Contracts with Customers . At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract. Before the update such amounts were recognized by the acquiring company at fair value. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company early adopted these requirements prospectively in the first quarter of 2022. Accounting for Business Combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and deferred revenue obligations. 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 Condensed Consolidated Statements of Operations. On August 31, 2021 the Company completed its acquisition of RideNow and assets acquired and liabilities assumed have been recorded on a provisional basis as of March 31, 2022. The Company did not record any measurement period adjustments with respect to the RideNow acquisition in the first quarter of 2022. The Company completed its acquisition of Freedom Entities on February 18, 2022, and acquired assets and liabilities assumed have been recorded on a provisional basis as the Company’s third party valuation of certain assets and liabilities, including intangible assets, has not been completed. 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.

ACQUISITIONS

ACQUISITIONS	3 Months Ended
ACQUISITIONS	Mar. 31, 2022
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 comprising 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 RideNow 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 RideNow Closing Date (as further described in Note 3 - Notes Payable and Lines of Credit). The remaining funds received from these financing transactions were used for working capital purposes. The following table summarizes the consideration paid in cash and equity securities for the RideNow Transaction: 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 March 31, 2022, we have performed a provisional 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 RideNow Closing Date. The following amounts represent the preliminary determination of the fair value of the identifiable assets acquired and liabilities assumed from RideNow Transaction. Any potential adjustments made could be material in relation to the preliminary values presented below. Estimated fair value of assets: 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 provisional purchase price consideration $ 601,358 The Company assumed two promissory notes liabilities with aggregate principal and accrued interest of $2,200 as of the RideNow Closing Date due to entities controlled by former directors and executive officers of the Company. See Note 8 - Related Party Transactions for further details of these two related party promissory notes. Supplemental pro forma information The following unaudited supplemental pro forma information presents the financial results as if the RideNow Transaction was completed at January 1, 2021. Three Months Ended March 31, 2022 2021 Pro forma revenue $ 459,920 $ 344,266 Pro forma net income $ 9,141 $ 11,553 Net income per share-basic $ 0.58 $ 0.92 Weighted average number of shares-basic 15,693,900 12,603,113 Net income per share-fully diluted $ 0.58 $ 0.90 Weighted average number of shares-fully diluted 15,718,441 12,816,170 Freedom Transaction On November 8, 2021, RumbleOn entered into a Membership Interest Purchase Agreement to acquire 100% of the equity interests of Freedom Powersports, LLC and Freedom Powersports Real Estate, LLC. The Membership Interest Purchase Agreement was executed with TPEG Freedom Powersports Investors LLC, a Texas limited liability company, Kevin Lackey, Sanjay Chandra, the option holders of Freedom Powersports, LLC and Trinity Private Equity Group, LLC, as the agent, proxy and attorney-in-fact for Freedom Entities’ security holders. The Company completed the acquisition of Freedom Entities on February 18, 2022 (“Freedom Transaction”). Freedom Entities owns and operates powersports retail dealerships, including associated real estate, involving sales, financing, and parts and service of new and used motorcycles, ATVs, UTVs, scooters, side-by-sides, sport bikes, cruisers, watercraft, and other powersports vehicles. The Freedom Transaction was accounted for as a purchase of a business under ASC 805, Business Combinations, and the Company has engaged a third-party valuation firm to assist with the valuation of the business acquired; the third party valuation of the business acquired has not yet been finalized. Under the terms of the Membership Interest Purchase Agreement, all outstanding equity interests of the Freedom Entities were acquired for total provisional consideration of $97,809, consisting of $71,298 paid in cash, including certain transaction expenses paid on behalf of the Freedom Entities'' equity holders, and issuance of 1,048,718 restricted shares of RumbleOn Class B common stock totaling $26,511. Consideration transferred includes cash and Class B common stock deposited into escrow accounts against which the Company may make claims for indemnification; these amounts are included in consideration transferred for accounting purposes. The final purchase price allocation will be completed upon payment of final consideration for working capital and other adjustments, and finalization of valuation of acquired tangible and intangible assets. Freedom Powersports is included in the Powersports reporting segment, including goodwill, as the Freedom Entities'' business is entirely within the Company’s Powersports segment. As of March 31, 2022, our initial valuation of the amounts below is provisional and remains open for completion. The valuation of the business acquired is in process and has not yet been completed. The final purchase price allocation may include changes to: (1) inventories and deferred revenues (2) property and equipment; (3) right-of-use assets and lease liabilities; (4) deferred tax liabilities, net; (5) allocations to intangible assets as well as goodwill; (6) final consideration paid related to working capital and other adjustments; and (7) other assets and liabilities. We are required to finalize our purchase price allocations within one year after completing the Freedom Transaction. The following amounts represent the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed from the Freedom Entities. Any potential adjustments made could be material in relation to the preliminary values presented below. Estimated fair value of assets: Cash $ 6,383 Contracts in transit 1,170 Accounts receivable 1,089 Inventory 26,086 Prepaid expenses 214 Property & equipment 34,265 Right-of-use assets 2,002 Other assets 79 Total assets acquired 71,288 Estimated fair value of liabilities assumed: Accounts payable, accrued expenses and other current liabilities 4,003 Notes payable - floor plan 18,337 Lease liabilities 2,002 Deferred revenues 3,495 Mortgage notes 26,809 Notes payable 4,693 Total liabilities assumed 59,339 Total net assets acquired 11,949 Goodwill 85,860 Total provisional purchase price consideration $ 97,809

NOTES PAYABLE AND LINES OF CRED

NOTES PAYABLE AND LINES OF CREDIT	3 Months Ended
NOTES PAYABLE AND LINES OF CREDIT	Mar. 31, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE AND LINES OF CREDIT	NOTES PAYABLE AND LINES OF CREDIT Notes payable consisted of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, Term Loan Credit Agreement 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 on March 31, $ 338,946 $ 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 March 31, 2022 while the outstanding principal balance is under Small Business Administration (“SBA”) review. 2,534 2,534 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. 998 1,031 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%. 781 907 RumbleOn Finance line of credit dated February 4, 2022. Interest accrues at 5%+SOFR. The line of credit matures on February 4, 2025. 6,853 — Total notes payable and lines of credit 350,112 257,910 Less: Current portion 4,238 4,322 Long-term portion $ 345,874 $ 253,588 Term Loan Credit Agreement On the Closing Date, the Company entered into a new Term Loan Credit Agreement (the “Oaktree Credit Agreement”) among the Company, as borrower, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the “Administrative Agent”). The Oaktree Credit Agreement 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 Agreement 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 $24,586, 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 March 31, 2022, was 9.25%. Interest expense for the three months ended March 31, 2022 was $8,691, which included amortization of $1,276 related to the discount and debt issuance costs. While the Oaktree Credit Agreement notes that Secured Overnight Financing Rate ("SOFR") may be selected as the alternative benchmark rate, this has not been determined as of March 31, 2022. 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 March 31, 2022. 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 Condensed 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 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 March 31, 2022. Interest expense on the NextGear Credit Line and AFC Credit Line for the three months ended March 31, 2022 and 2021 were $363 and $304, 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 the loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs, mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during a certain time period following the funding of the PPP Loans. In July 2021, the Company applied to obtain forgiveness of the PPP Loans and approximately $2,643 of the loan forgiveness was approved as of December 31, 2021. The balance of the PPP loans of $2,534 is still under review by the SBA and the Company can provide no assurance that it will obtain forgiveness of this remaining balance in whole or in part. Payments on this remaining loan balance commenced on September 1, 2021, and the loans mature on April 1, 2025. Line of Credit - RumbleOn Finance ROF SPV I, LLC (“ROF SPV”), an indirect subsidiary of the Company, entered into a $25,000 secured loan facility on February 4, 2022 primarily to provide for the purchase by ROF SPV of consumer finance loans originated by RumbleOn Finance, LLC (“ROF”), the Company’s consumer finance subsidiary. Borrowings under the facility generally bear interest at a rate per annum equal to the lesser of SOFR plus an applicable margin of 5%.

STOCKHOLDER EQUITY

STOCKHOLDER EQUITY	3 Months Ended
STOCKHOLDER EQUITY	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
STOCKHOLDER EQUITY	STOCKHOLDER EQUITY Share-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 March 31, 2022, 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 Company's 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. 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 three months ended March 31, 2022 and March 31, 2021: Three-Months Ended March 31, 2022 2021 Restricted Stock Units $ 1,879 $ 1,726 Options — 8 Total stock-based compensation $ 1,879 $ 1,734 As of March 31, 2022, there are 2,425 Options and 805,183 RSUs outstanding. The total unrecognized compensation expense related to outstanding equity awards was approximately $23,701, which the Company expects to recognize over a weighted-average period of approximately 17 months. Total unrecognized equity-based compensation expense will be adjusted for actual forfeitures. Security Offering As part of the Freedom Transaction, 1,048,718 restricted shares of RumbleOn Class B common stock totaling $26,511 were issued on February 18, 2022 to Freedom's security holders. 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 the Warrant to purchase $40,000 of shares of Class B common stock. 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 Condensed 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

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	3 Months Ended
SUPPLEMENTAL CASH FLOW INFORMATION	Mar. 31, 2022
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 three months ended March 31, 2022 and 2021: Three-Months Ended March 31 2022 2021 Cash paid for interest $ 10,777 $ 1,708 Capital expenditures and technology development costs included in accounts payable and accrued liabilities $ 3,344 $ — Fair value of 1,048,718 restricted Class B common stock issued in the Freedom Transaction $ 26,511 $ — The following table provides a reconciliation of cash and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the accompanying Condensed Consolidated Statements of Cash Flows as of March 31, 2022 and December 31, 2021: March 31, December 31, Cash and cash equivalents $ 59,362 $ 48,974 Restricted cash (1) 9,500 3,000 Total cash, cash equivalents, and restricted cash $ 68,862 $ 51,974 _______________________

INCOME TAXES

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company’s provision for (benefit from) income taxes for the three months ended March 31, 2022 and 2021 was $2,380 and $0, respectively, representing effective income tax rates of 17.9% and 0.0%, respectively. The difference between the U.S. federal income tax rate of 21.0% and the RumbleOn’s overall income tax rate for the three months ended March 31, 2022 was primarily due to income tax expense on non-deductible expenses, valuation allowance expense associated with state net operating losses, and state income taxes, offset by a benefit associated with the change in the Company’s effective state income tax rate. The difference between the U.S. federal income tax rate of 21.0% and the Company’s overall income tax rate for the three months ended March 31, 2021 was primarily due to the change in valuation allowance for the period. The change in the provision for income taxes for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 was primarily due to the

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
EARNINGS PER SHARE	Mar. 31, 2022
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHARE The Company computes basic and diluted net income per share attributable to common stockholders in conformity with the two-class method required for participating securities. Under the two-class method, basic net income per share attributable to common stockholders is calculated by dividing the net income attributable to common stockholders by the weighed-average number of shares of common stock outstanding during the period. The diluted net income 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, 1,212,121 of warrants to purchase shares of Class B common stock are considered common stock equivalents which have been included in the calculation of diluted net income per share attributable to common stockholders. RSUs of 805,183 are antidilutive and have been excluded from the calculation of diluted net income per share attributable to common shareholders.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2022
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 Condensed 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 former directors and executive officers of the Company. Amounts due under these two promissory notes totaled $791 as of March 31, 2022. August 2021 Offering Denmar Dixon, a director of the Company, 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 a 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 powersports 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. Affiliate reinsurance companies previously controlled by and owned primarily by former directors and executives officers of the Company participated in the profits of these products. The total amount paid by the Company to these affiliated companies totaled approximately $139 during the three months ended March 31, 2022. The related party relationship ended February 1, 2022. Payments to RideNow Management, LLLP The Company made $116 in payments to RideNow Management, LLLP, an entity owned equally by two former directors and executive officers during the quarter ended March 31, 2022. 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 former directors and executive officers 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. Bidpath 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 director of the Company. 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

LEASES

LEASES	3 Months Ended
LEASES	Mar. 31, 2022
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 capitalized financing and right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. To determine the discount rate to use in determining the present value of the lease payments, we use the rate implicit in the lease if determinable, otherwise we use our incremental borrowing rate. The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification March 31, December 31, Assets: Operating Right of use assets $ 144,892 $ 133,112 Finance Property and equipment, net 3,199 3,240 Total right-of-use assets $ 148,091 $ 136,352 Liabilities: Current: Operating Current portion of lease liabilities $ 21,092 $ 19,155 Finance Current portion of lease liabilities 450 1,094 Non-Current: Operating Long-term portion of operating lease liabilities 126,241 114,687 Finance Long-term portion of financing lease liabilities 2,873 2,869 Total lease liabilities $ 150,656 $ 137,805 The weighted-average remaining lease term and discount rate for the Company's operating and financing leases are as follows: March 31, 2022 Weighted average lease term-operating leases 15.3 years Weighted average lease term-finance leases 19.4 years Weighted average discount rate-operating leases 14.0% Weighted average discount rate-finance leases 15.0% The following table provides information related to the lease costs of finance and operating leases for three months ended March 31, 2022 and 2021: Three-Months Ended March 31, 2022 2021 Operating lease costs $ 6,863 $ 533 Finance lease costs: Amortization of ROU assets 41 — Interest on lease liabilities 124 — Total lease costs $ 7,028 $ 533 Supplemental cash flow information related to operating leases for the three months ended March 31, 2022 was as follows: March 31, 2022 Cash payments for operating leases $ 5,996 New operating lease assets obtained in exchange for operating lease liabilities $ 13,675 The following table summarizes the future minimum payments for operating leases at March 31, 2022 due in each year ending December 31: Year Operating Leases 2022 $ 18,223 2023 25,465 2024 24,925 2025 23,290 2026 21,891 Thereafter 278,546 Total lease payments 392,340 Less: imputed interest 248,651 Present value of operating lease liabilities $ 143,689
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 capitalized financing and right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. To determine the discount rate to use in determining the present value of the lease payments, we use the rate implicit in the lease if determinable, otherwise we use our incremental borrowing rate. The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification March 31, December 31, Assets: Operating Right of use assets $ 144,892 $ 133,112 Finance Property and equipment, net 3,199 3,240 Total right-of-use assets $ 148,091 $ 136,352 Liabilities: Current: Operating Current portion of lease liabilities $ 21,092 $ 19,155 Finance Current portion of lease liabilities 450 1,094 Non-Current: Operating Long-term portion of operating lease liabilities 126,241 114,687 Finance Long-term portion of financing lease liabilities 2,873 2,869 Total lease liabilities $ 150,656 $ 137,805 The weighted-average remaining lease term and discount rate for the Company's operating and financing leases are as follows: March 31, 2022 Weighted average lease term-operating leases 15.3 years Weighted average lease term-finance leases 19.4 years Weighted average discount rate-operating leases 14.0% Weighted average discount rate-finance leases 15.0% The following table provides information related to the lease costs of finance and operating leases for three months ended March 31, 2022 and 2021: Three-Months Ended March 31, 2022 2021 Operating lease costs $ 6,863 $ 533 Finance lease costs: Amortization of ROU assets 41 — Interest on lease liabilities 124 — Total lease costs $ 7,028 $ 533 Supplemental cash flow information related to operating leases for the three months ended March 31, 2022 was as follows: March 31, 2022 Cash payments for operating leases $ 5,996 New operating lease assets obtained in exchange for operating lease liabilities $ 13,675 The following table summarizes the future minimum payments for operating leases at March 31, 2022 due in each year ending December 31: Year Operating Leases 2022 $ 18,223 2023 25,465 2024 24,925 2025 23,290 2026 21,891 Thereafter 278,546 Total lease payments 392,340 Less: imputed interest 248,651 Present value of operating lease liabilities $ 143,689

SEGMENT REPORTING

SEGMENT REPORTING	3 Months Ended
SEGMENT REPORTING	Mar. 31, 2022
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTINGBusiness 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 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 Three-Months Ended March 31, 2022 Total assets $ 1,854,998 $ 54,673 $ 16,805 $ (705,669) $ 1,220,807 Revenue $ 336,814 $ 110,755 $ 13,612 $ (1,261) $ 459,920 Operating income (loss) $ 21,768 $ (262) $ 1,067 $ 90 $ 22,663 Depreciation and amortization $ 4,447 $ 17 $ 10 $ — $ 4,474 Interest expense $ (10,662) $ (518) $ (1) $ — $ (11,181) Change in derivative liability $ 39 $ — $ — $ — $ 39 Three-Months Ended March 31, 2021 Total assets $ 48,002 $ 56,970 $ 12,651 $ (27,284) $ 90,339 Revenue $ 10,855 $ 84,071 $ 10,030 $ (692) $ 104,264 Operating income (loss) $ (5,175) $ 1,641 $ 712 $ — $ (2,822) Depreciation and amortization $ 572 $ 27 $ — $ — $ 599 Interest expense $ (1,246) $ (361) $ (2) $ — $ (1,609) Change in derivative liability $ (21) $ — $ — $ — $ (21) (1) Intercompany investment balances related to the acquisitions of RideNow, Freedom Entities, Wholesale, Inc. and Wholesale Express, and receivables and other balances related intercompany freight services of Wholesale Express are eliminated in the Condensed Consolidated Balance Sheets. Revenue and costs for these intercompany freight services have been eliminated in the Condensed Consolidated Statements of Operations.

DESCRIPTION OF BUSINESS AND S_2

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”) for interim information and with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC”). The Condensed Consolidated Financial Statements include the accounts of RumbleOn, Inc. and its subsidiaries, which are all wholly owned, including RideNow and the Freedom Entities (as defined below) from the Freedom Closing Date. In accordance with those rules and regulations, the Company has omitted certain information and notes required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K (the "2021 Form 10-K") for the year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the entire fiscal year. All intercompany accounts and material intercompany transactions have been eliminated.
Use of Estimates	Use of EstimatesThe preparation of these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenue and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates. In particular, the continuing adverse impacts to global economic conditions, as well as the Company’s operations, may impact future estimates including, but not limited to inventory valuations, fair value measurements, asset impairment charges and discount rate assumptions. These conditions include, but are not limited to, recession, inflation, interest rates, unemployment levels, the state of the housing market, gasoline prices, consumer credit availability, consumer credit delinquency and loss rates, personal discretionary spending levels, and consumer sentiment about the economy in general. These conditions and the economy in general could be affected by significant national or international events such as a global health crisis (like COVID-19), acts of terrorism or acts of war (including the recent Russian invasion of Ukraine). When these economic conditions worsen or stagnate, it can have a material adverse effect on consumer demand as well as the availability of credit to finance powersports and vehicle purchases.
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. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires the company acquiring contract assets and contract liabilities obtained in a business combination to recognize and measure them in accordance with ASC 606, Revenue from Contracts with Customers . At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract. Before the update such amounts were recognized by the acquiring company at fair value. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company early adopted these requirements prospectively in the first quarter of 2022. Accounting for Business Combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and deferred revenue obligations. 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 Condensed Consolidated Statements of Operations. On August 31, 2021 the Company completed its acquisition of RideNow and assets acquired and liabilities assumed have been recorded on a provisional basis as of March 31, 2022. The Company did not record any measurement period adjustments with respect to the RideNow acquisition in the first quarter of 2022. The Company completed its acquisition of Freedom Entities on February 18, 2022, and acquired assets and liabilities assumed have been recorded on a provisional basis as the Company’s third party valuation of certain assets and liabilities, including intangible assets, has not been completed. 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.

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
ACQUISITIONS (Tables)	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Business Acquisitions, by Acquisition	The following table summarizes the consideration paid in cash and equity securities for the RideNow Transaction: Cash $ 400,400 Class B Common Stock 200,958 Total provisional purchase price consideration $ 601,358 The following amounts represent the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed from the Freedom Entities. Any potential adjustments made could be material in relation to the preliminary values presented below. Estimated fair value of assets: Cash $ 6,383 Contracts in transit 1,170 Accounts receivable 1,089 Inventory 26,086 Prepaid expenses 214 Property & equipment 34,265 Right-of-use assets 2,002 Other assets 79 Total assets acquired 71,288 Estimated fair value of liabilities assumed: Accounts payable, accrued expenses and other current liabilities 4,003 Notes payable - floor plan 18,337 Lease liabilities 2,002 Deferred revenues 3,495 Mortgage notes 26,809 Notes payable 4,693 Total liabilities assumed 59,339 Total net assets acquired 11,949 Goodwill 85,860 Total provisional purchase price consideration $ 97,809
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following amounts represent the preliminary determination of the fair value of the identifiable assets acquired and liabilities assumed from RideNow Transaction. Any potential adjustments made could be material in relation to the preliminary values presented below. Estimated fair value of assets: 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 provisional purchase price 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, 2021. Three Months Ended March 31, 2022 2021 Pro forma revenue $ 459,920 $ 344,266 Pro forma net income $ 9,141 $ 11,553 Net income per share-basic $ 0.58 $ 0.92 Weighted average number of shares-basic 15,693,900 12,603,113 Net income per share-fully diluted $ 0.58 $ 0.90 Weighted average number of shares-fully diluted 15,718,441 12,816,170

NOTES PAYABLE AND LINES OF CR_2

NOTES PAYABLE AND LINES OF CREDIT (Tables)	3 Months Ended
NOTES PAYABLE AND LINES OF CREDIT (Tables)	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Debt	Notes payable consisted of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, Term Loan Credit Agreement 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 on March 31, $ 338,946 $ 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 March 31, 2022 while the outstanding principal balance is under Small Business Administration (“SBA”) review. 2,534 2,534 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. 998 1,031 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%. 781 907 RumbleOn Finance line of credit dated February 4, 2022. Interest accrues at 5%+SOFR. The line of credit matures on February 4, 2025. 6,853 — Total notes payable and lines of credit 350,112 257,910 Less: Current portion 4,238 4,322 Long-term portion $ 345,874 $ 253,588

STOCKHOLDER EQUITY (Tables)

STOCKHOLDER EQUITY (Tables)	3 Months Ended
STOCKHOLDER EQUITY (Tables)	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Share-based Payment Arrangement, Cost by Plan	The following table reflects the stock-based compensation for the three months ended March 31, 2022 and March 31, 2021: Three-Months Ended March 31, 2022 2021 Restricted Stock Units $ 1,879 $ 1,726 Options — 8 Total stock-based compensation $ 1,879 $ 1,734

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	3 Months Ended
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	Mar. 31, 2022
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 three months ended March 31, 2022 and 2021: Three-Months Ended March 31 2022 2021 Cash paid for interest $ 10,777 $ 1,708 Capital expenditures and technology development costs included in accounts payable and accrued liabilities $ 3,344 $ — Fair value of 1,048,718 restricted Class B common stock issued in the Freedom Transaction $ 26,511 $ —
Restrictions on Cash and Cash Equivalents	The following table provides a reconciliation of cash and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the accompanying Condensed Consolidated Statements of Cash Flows as of March 31, 2022 and December 31, 2021: March 31, December 31, Cash and cash equivalents $ 59,362 $ 48,974 Restricted cash (1) 9,500 3,000 Total cash, cash equivalents, and restricted cash $ 68,862 $ 51,974 _______________________

LEASES (Tables)

LEASES (Tables)	3 Months Ended
LEASES (Tables)	Mar. 31, 2022
Leases [Abstract]
Lease, Cost	The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification March 31, December 31, Assets: Operating Right of use assets $ 144,892 $ 133,112 Finance Property and equipment, net 3,199 3,240 Total right-of-use assets $ 148,091 $ 136,352 Liabilities: Current: Operating Current portion of lease liabilities $ 21,092 $ 19,155 Finance Current portion of lease liabilities 450 1,094 Non-Current: Operating Long-term portion of operating lease liabilities 126,241 114,687 Finance Long-term portion of financing lease liabilities 2,873 2,869 Total lease liabilities $ 150,656 $ 137,805 The weighted-average remaining lease term and discount rate for the Company's operating and financing leases are as follows: March 31, 2022 Weighted average lease term-operating leases 15.3 years Weighted average lease term-finance leases 19.4 years Weighted average discount rate-operating leases 14.0% Weighted average discount rate-finance leases 15.0% The following table provides information related to the lease costs of finance and operating leases for three months ended March 31, 2022 and 2021: Three-Months Ended March 31, 2022 2021 Operating lease costs $ 6,863 $ 533 Finance lease costs: Amortization of ROU assets 41 — Interest on lease liabilities 124 — Total lease costs $ 7,028 $ 533
Schedule of supplemental cash flow information related to operating leases	Supplemental cash flow information related to operating leases for the three months ended March 31, 2022 was as follows: March 31, 2022 Cash payments for operating leases $ 5,996 New operating lease assets obtained in exchange for operating lease liabilities $ 13,675
Lessee, Operating Lease, Liability, Maturity	The following table summarizes the future minimum payments for operating leases at March 31, 2022 due in each year ending December 31: Year Operating Leases 2022 $ 18,223 2023 25,465 2024 24,925 2025 23,290 2026 21,891 Thereafter 278,546 Total lease payments 392,340 Less: imputed interest 248,651 Present value of operating lease liabilities $ 143,689

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	3 Months Ended
SEGMENT REPORTING (Tables)	Mar. 31, 2022
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 Three-Months Ended March 31, 2022 Total assets $ 1,854,998 $ 54,673 $ 16,805 $ (705,669) $ 1,220,807 Revenue $ 336,814 $ 110,755 $ 13,612 $ (1,261) $ 459,920 Operating income (loss) $ 21,768 $ (262) $ 1,067 $ 90 $ 22,663 Depreciation and amortization $ 4,447 $ 17 $ 10 $ — $ 4,474 Interest expense $ (10,662) $ (518) $ (1) $ — $ (11,181) Change in derivative liability $ 39 $ — $ — $ — $ 39 Three-Months Ended March 31, 2021 Total assets $ 48,002 $ 56,970 $ 12,651 $ (27,284) $ 90,339 Revenue $ 10,855 $ 84,071 $ 10,030 $ (692) $ 104,264 Operating income (loss) $ (5,175) $ 1,641 $ 712 $ — $ (2,822) Depreciation and amortization $ 572 $ 27 $ — $ — $ 599 Interest expense $ (1,246) $ (361) $ (2) $ — $ (1,609) Change in derivative liability $ (21) $ — $ — $ — $ (21) (1) Intercompany investment balances related to the acquisitions of RideNow, Freedom Entities, Wholesale, Inc. and Wholesale Express, and receivables and other balances related intercompany freight services of Wholesale Express are eliminated in the Condensed Consolidated Balance Sheets. Revenue and costs for these intercompany freight services have been eliminated in the Condensed Consolidated Statements of Operations.

DESCRIPTION OF BUSINESS AND S_3

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	Mar. 31, 2022retailLocation
Freedom Transaction
Business Acquisition [Line Items]
Number of retail locations	14

ACQUISITIONS - Narrative (Detai

ACQUISITIONS - Narrative (Details) $ in Thousands	Feb. 18, 2022USD ($)shares	Aug. 31, 2021USD ($)notesubsidiarycorporationentityshares	Mar. 31, 2022USD ($)note
Director
Business Acquisition [Line Items]
Notes payable, related parties		$ 2,200	$ 791
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
Sale of stock, consideration received on transaction		$ 154,443
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
Cash		$ 400,400
Business acquisition, number of shares issued to acquire business (in shares) \| shares		5,833,333
Class B Common Stock		$ 200,958
Total provisional purchase price consideration		$ 601,358
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%
Freedom Transaction
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Cash	$ 71,298
Business acquisition, number of shares issued to acquire business (in shares) \| shares	1,048,718
Class B Common Stock	$ 26,511
Total provisional purchase price consideration	97,809
Mortgage notes and notes payable assumed	31,502
Revenue	29,425
Earnings	3,748
Acquisition costs			$ 284
Freedom Transaction \| Delayed Draw Term Loan Facility \| Line of Credit
Business Acquisition [Line Items]
Proceeds from lines of credit	84,500
Freedom Powersports Real Estate LLC, Acquisition And Transaction Expenses
Business Acquisition [Line Items]
Cash	$ 14,253

ACQUISITIONS - Purchase Price C

ACQUISITIONS - Purchase Price Consideration (Details) - RideNow $ in Thousands	Aug. 31, 2021USD ($)
Business Acquisition [Line Items]
Cash	$ 400,400
Class B Common Stock	200,958
Total provisional purchase price consideration	$ 601,358

ACQUISITIONS - Allocation of Pu

ACQUISITIONS - Allocation of Purchase Price (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Aug. 31, 2021
Estimated fair value of liabilities assumed:
Goodwill	$ 348,318	$ 260,922
RideNow
Estimated fair value of assets:
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 provisional purchase price consideration			$ 601,358
Freedom Transaction
Estimated fair value of assets:
Cash	6,383
Contracts in transit	1,170
Accounts receivable	1,089
Inventory	26,086
Prepaid expenses	214
Right-of-use assets	2,002
Property & equipment	34,265
Other assets	79
Total assets acquired	71,288
Estimated fair value of liabilities assumed:
Accounts payable, accrued expenses and other current liabilities	4,003
Notes payable - floor plan	18,337
Lease liabilities	2,002
Deferred revenues	3,495
Mortgage notes	26,809
Notes payable	4,693
Total liabilities assumed	59,339
Total net assets acquired	11,949
Goodwill	85,860
Total provisional purchase price consideration	$ 97,809

ACQUISITIONS - Pro Forma Inform

ACQUISITIONS - Pro Forma Information (Details) - RideNow - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Acquisition [Line Items]
Pro forma revenue	$ 459,920	$ 344,266
Pro forma net income	$ 9,141	$ 11,553
Net income per share - basic (in dollars per share)	$ 0.58	$ 0.92
Weighted-average number of shares - basic (in shares)	15,693,900	12,603,113
Net income per share - fully diluted (in dollars per share)	$ 0.58	$ 0.90
Weighted average number of shares - fully diluted (in shares)	15,718,441	12,816,170

NOTES PAYABLE AND LINES OF CR_3

NOTES PAYABLE AND LINES OF CREDIT (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	May 01, 2020
Debt Instrument [Line Items]
Total notes payable and lines of credit	$ 350,112	$ 257,910
Less: Current portion	4,238	4,322
Long-term portion	345,874	253,588
Term Loan Credit Agreement
Debt Instrument [Line Items]
Total notes payable and lines of credit	338,946	253,438
PPP Loans
Debt Instrument [Line Items]
Total notes payable and lines of credit	2,534	2,534
Notes payable			$ 5,177
P&D Motorcycles Notes Payable
Debt Instrument [Line Items]
Total notes payable and lines of credit	$ 998	1,031
Interest rate	4.00%
Notes payable	$ 1,724
RideNow Management Notes Payable
Debt Instrument [Line Items]
Total notes payable and lines of credit	781	907
RideNow Management Notes Payable \| Minimum
Debt Instrument [Line Items]
Periodic principal payment	$ 7
RideNow Management Notes Payable \| Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable interest rate	0.60%
RideNow Management Notes Payable \| Maximum
Debt Instrument [Line Items]
Periodic principal payment	$ 13
RideNow Management Notes Payable \| Maximum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable interest rate	1.30%
ROV SPV
Debt Instrument [Line Items]
Total notes payable and lines of credit	$ 6,853	$ 0
ROV SPV \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable interest rate	5.00%

NOTES PAYABLE AND LINES OF CR_4

NOTES PAYABLE AND LINES OF CREDIT - Narrative (Details) - USD ($)	Feb. 04, 2022	Aug. 31, 2021	Aug. 30, 2021	Jun. 30, 2021	Jun. 29, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Mar. 15, 2021	May 01, 2020
Debt Instrument [Line Items]
Warrants and rights outstanding									$ 40,000,000
Interest expense						$ 11,181,000	$ 1,609,000
Fair value adjustment of warrants		$ 19,700,000	$ 6,526,000	$ 13,174,000	$ 2,224,000		0
Term Loan Credit Agreement
Debt Instrument [Line Items]
Debt discount						24,586,000
Paid-in-kind interest percent		1.00%
Interest expense						8,691,000
Amortization of debt issuance costs and discounts						$ 1,276,000
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]
Warrants and rights outstanding									$ 10,950,000
Line of Credit - NextGear
Debt Instrument [Line Items]
Interest expense						$ 363,000	$ 304,000
PPP Loans
Debt Instrument [Line Items]
Notes payable										$ 5,177,000
Debt forgiveness								$ 2,643,000
Unsecured debt						2,534,000
Line of Credit \| Initial Term Loan Facility
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity		$ 280,000,000
Line of Credit \| Delayed Draw Term Loan Facility
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity		120,000,000
Line of Credit \| Term Loan Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, incremental draws		$ 100,000,000
Line of Credit \| Line of Credit - NextGear
Debt Instrument [Line Items]
Line of credit facility, current borrowing capacity						$ 29,000,000
Line of Credit \| ROV SPV
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	$ 25,000,000
Prepayment period	24 months
Written notice	30 days
Prepayment fee percent	1.00%
Line of Credit \| ROV SPV \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable interest rate	5.00%

STOCKHOLDER EQUITY - Narrative

STOCKHOLDER EQUITY - Narrative (Details) - USD ($)	Feb. 18, 2022	Sep. 30, 2021	Aug. 31, 2021	Aug. 30, 2021	Jun. 30, 2021	Jun. 29, 2021	Mar. 31, 2022	Mar. 31, 2021	Mar. 15, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)							2,425
RSUs outstanding (in shares)							805,183
Unrecognized stock based compensations related to outstanding awards							$ 23,701,000
Period for recognition for awards not yet recognized							17 months
Fair value of warrants and rights									$ 40,000,000
Fair value adjustment of warrants			$ 19,700,000	$ 6,526,000	$ 13,174,000	$ 2,224,000		$ 0
Freedom Transaction
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Business acquisition, number of shares issued to acquire business (in shares)	1,048,718
Class B Common Stock	$ 26,511,000
Term Loan Credit Agreement \| Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of warrants and rights									$ 10,950,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period							3 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period							36 months
Common Class B
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance under the Plan (in shares)							2,700,000
Common Class B \| Estate Of Mr. Berrard
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued in period (in shares)		154,731

STOCKHOLDER EQUITY - Stock-Base

STOCKHOLDER EQUITY - Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Restricted stock units	$ 1,879	$ 1,726
Options	0	8
Total stock-based compensation	$ 1,879	$ 1,734

SUPPLEMENTAL CASH FLOW INFORM_3

SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	Feb. 18, 2022	Mar. 31, 2022	Mar. 31, 2021
Supplemental Cash Flow Information [Abstract]
Cash paid for interest		$ 10,777	$ 1,708
Capital expenditures and technology development costs included in accounts payable and accrued liabilities		3,344	0
Fair value of 1,048,718 restricted Class B common stock issued in the Freedom Transaction		$ 26,511	$ 0
Freedom Transaction
Business Acquisition [Line Items]
Business acquisition, number of shares issued to acquire business (in shares)	1,048,718

SUPPLEMENTAL CASH FLOW INFORM_4

SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Supplemental Cash Flow Information [Abstract]
Cash and cash equivalents	$ 59,362	$ 48,974
Restricted cash	9,500	3,000
Total cash, cash equivalents, and restricted cash	$ 68,862	$ 51,974	$ 2,130	$ 3,516

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 2,380	$ 0
Effective income tax rate	17.90%	0.00%
U.S. federal income tax rate	21.00%	21.00%

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - shares	3 Months Ended
EARNINGS PER SHARE (Details) - shares	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding - fully diluted (in shares)	15,718,441	2,303,525
Weighted average number of common shares outstanding - basic (in shares)	15,693,900	2,303,525
Common Class A
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding - fully diluted (in shares)	50,000
Weighted average number of common shares outstanding - basic (in shares)	50,000
Common Class B
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding - fully diluted (in shares)	15,668,441
Weighted average number of common shares outstanding - basic (in shares)	15,668,441
Series B Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding - fully diluted (in shares)	0
Weighted average number of common shares outstanding - basic (in shares)	0
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
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)	805,183

RELATED PARTY TRANSACTIONS - Na

RELATED PARTY TRANSACTIONS - Narrative (Details) $ / shares in Units, $ in Thousands	Jan. 19, 2022USD ($)	Dec. 31, 2021USD ($)	Aug. 31, 2021USD ($)notelease$ / sharesshares	Mar. 31, 2022USD ($)note	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)
Related Party Transaction [Line Items]
Interest expense				$ 11,181	$ 1,609
Public Stock Offering
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares			5,053,029
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			$ 2,200	$ 791
Number of promissory notes \| note			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, monthly cost			$ 1,229
Operating lease term			20 years
Operating lease, increase in rent, percent			2.00%
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				$ 116
Director \| Bidpath Software License
Related Party Transaction [Line Items]
License agreement	$ 3,600
Payments for software	1,080
Monthly support and maintenance fees	$ 30
License agreement term	36 months
License agreement termination notice	60 days
Director \| Bidpath Software License \| Accounts Payable and Accrued Liabilities
Related Party Transaction [Line Items]
Due to related parties	$ 2,520
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

LEASES - Balance Sheet Classifi

LEASES - Balance Sheet Classification (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases, Operating [Abstract]
Right-of-use assets	$ 144,892	$ 133,112
Accrued interest	21,092	19,155
Operating lease liabilities, noncurrent	126,241	114,687
Leases, Finance [Abstract]
Right-of-use assets	3,199	3,240
Finance lease liabilities, current	450	1,094
Finance lease liabilities, noncurrent	2,873	2,869
Total right-of-use assets	148,091	136,352
Total lease liabilities	$ 150,656	$ 137,805
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 List]	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 - Lease Details (Details

LEASES - Lease Details (Details)	Mar. 31, 2022
Leases [Abstract]
Weighted average lease term-operating leases	15 years 3 months 18 days
Weighted average lease term-finance leases	19 years 4 months 24 days
Weighted average discount rate-operating leases	14.00%
Weighted average discount rate-finance leases	15.00%

LEASES - Lease Costs (Details)

LEASES - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES - Lease Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease costs	$ 6,863	$ 533
Amortization of ROU assets	41	0
Interest on lease liabilities	124	0
Total lease costs	$ 7,028	$ 533

LEASES - Supplemental Cash Flow

LEASES - Supplemental Cash Flow Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Leases [Abstract]
Cash payments for operating leases	$ 5,996
New operating lease assets obtained in exchange for operating lease liabilities	$ 13,675

LEASES - Maturity Lease Schedul

LEASES - Maturity Lease Schedule (Details) $ in Thousands	Mar. 31, 2022USD ($)
Leases [Abstract]
2022	$ 18,223
2023	25,465
2024	24,925
2025	23,290
2026	21,891
Thereafter	278,546
Total lease payments	392,340
Less: imputed interest	248,651
Present value of operating lease liabilities	$ 143,689

SEGMENT REPORTING - Narrative (

SEGMENT REPORTING - Narrative (Details)	3 Months Ended
SEGMENT REPORTING - Narrative (Details)	Mar. 31, 2022segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of operating segments	1

SEGMENT REPORTING - Schedule of

SEGMENT REPORTING - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total assets	$ 1,220,807	$ 90,339	$ 1,027,749
Revenue	459,920	104,264
Operating income (loss)	22,663	(2,822)
Depreciation and amortization	4,474	599
Interest expense	(11,181)	(1,609)
Change in derivative liability	39	(21)
Intersegment Eliminations
Segment Reporting Information [Line Items]
Total assets	(705,669)	(27,284)
Revenue	(1,261)	(692)
Operating income (loss)	90	0
Depreciation and amortization	0	0
Interest expense	0	0
Change in derivative liability	0	0
Powersports \| Operating Segments
Segment Reporting Information [Line Items]
Total assets	1,854,998	48,002
Revenue	336,814	10,855
Operating income (loss)	21,768	(5,175)
Depreciation and amortization	4,447	572
Interest expense	(10,662)	(1,246)
Change in derivative liability	39	(21)
Automotive \| Operating Segments
Segment Reporting Information [Line Items]
Total assets	54,673	56,970
Revenue	110,755	84,071
Operating income (loss)	(262)	1,641
Depreciation and amortization	17	27
Interest expense	(518)	(361)
Change in derivative liability	0	0
Vehicle Logistics \| Operating Segments
Segment Reporting Information [Line Items]
Total assets	16,805	12,651
Revenue	13,612	10,030
Operating income (loss)	1,067	712
Depreciation and amortization	10	0
Interest expense	(1)	(2)
Change in derivative liability	$ 0	$ 0