Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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, $0.001 par value | |
Trading Symbol | RMBL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001596961 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 16,404,557 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 50,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 51,784 | $ 48,579 |
Restricted cash | 10,000 | 10,000 |
Accounts receivable, net | 34,086 | 33,758 |
Inventory | 333,151 | 331,721 |
Prepaid expense and other current assets | 38,092 | 7,424 |
Total current assets | 467,113 | 431,482 |
Property and equipment, net | 76,727 | 76,078 |
Right-of-use assets | 163,556 | 161,822 |
Goodwill | 24,003 | 21,142 |
Intangible assets, net | 244,900 | 247,413 |
Deferred tax assets | 59,814 | 58,115 |
Other assets | 1,765 | 31,158 |
Total assets | 1,037,878 | 1,027,210 |
Current liabilities: | ||
Accounts payable and other current liabilities | 85,535 | 82,618 |
Vehicle floor plan note payable | 245,008 | 225,431 |
Current portion of long-term debt and line of credit | 21,036 | 3,645 |
Total current liabilities | 351,579 | 311,694 |
Long-term liabilities: | ||
Senior secured note | 322,727 | 317,494 |
Convertible debt, net | 32,626 | 31,890 |
Line of credit and notes payable | 430 | 25,000 |
Operating lease liabilities | 129,518 | 126,695 |
Other long-term liabilities | 8,974 | 8,422 |
Total long-term liabilities | 494,275 | 509,501 |
Total liabilities | 845,854 | 821,195 |
Commitments and contingencies (Notes 2, 3, 5, 8, and 10) | ||
Stockholders' equity: | ||
Additional paid-in capital | 588,848 | 585,937 |
Accumulated deficit | (392,521) | (375,619) |
Class B common stock in treasury, at cost, 123,089 shares as of March 31, 2023 and December 31, 2022 | (4,319) | (4,319) |
Total stockholders' equity | 192,024 | 206,015 |
Total liabilities and stockholders' equity | 1,037,878 | 1,027,210 |
Common Class A | ||
Stockholders' equity: | ||
Common stock value | 0 | 0 |
Common Class B | ||
Stockholders' equity: | ||
Common stock value | $ 16 | $ 16 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Treasury stock (in shares) | 123,089 | 123,089 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000 | 50,000 |
Common stock, shares, issued (in shares) | 50,000 | 50,000 |
Common stock, shares, outstanding (in shares) | 50,000 | 50,000 |
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) | 16,295,735 | 16,184,264 |
Common stock, shares, outstanding (in shares) | 16,295,735 | 16,184,264 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues [Abstract] | ||
Total revenue | $ 346,304 | $ 445,201 |
Total cost of revenue | 255,269 | 339,988 |
Gross profit | 91,035 | 105,213 |
Selling, general and administrative | 87,095 | 78,076 |
Depreciation and amortization | 4,741 | 4,474 |
Operating income (loss) | (801) | 22,663 |
Interest expense | (17,746) | (11,181) |
Other income | 42 | 0 |
Change in derivative liability | 0 | 39 |
Income (loss) before provision for income taxes | (18,505) | 11,521 |
Income tax provision (benefit) | (1,603) | 2,380 |
Net income (loss) | $ (16,902) | $ 9,141 |
Weighted average number of common shares outstanding - basic (in shares) | 16,224,122 | 15,693,900 |
Earnings (loss) per share - basic (in dollars per share) | $ (1.04) | $ 0.58 |
Weighted average number of common shares outstanding - diluted (in shares) | 16,224,122 | 15,718,441 |
Earnings (loss) per share - diluted (in dollars per share) | $ (1.04) | $ 0.58 |
Powersports | ||
Revenues [Abstract] | ||
Total revenue | $ 233,283 | $ 239,914 |
Total cost of revenue | 201,040 | 193,512 |
Automotive | ||
Revenues [Abstract] | ||
Total revenue | 11,885 | 110,729 |
Total cost of revenue | 11,186 | 107,154 |
Parts, service and accessories | ||
Revenues [Abstract] | ||
Total revenue | 59,069 | 54,737 |
Total cost of revenue | 31,790 | 29,455 |
Finance and insurance, net | ||
Revenues [Abstract] | ||
Total revenue | 27,227 | 27,470 |
Vehicle logistics | ||
Revenues [Abstract] | ||
Total revenue | 14,840 | 12,351 |
Total cost of revenue | $ 11,253 | $ 9,867 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common Stock Common Class A | Common Stock Common Class B | Additional Paid in Capital | Accumulated Deficit | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 50,000 | 14,882,022 | ||||||
Beginning balance, amount at Dec. 31, 2021 | $ 431,645 | $ 0 | $ 15 | $ 550,055 | $ (114,106) | $ (4,319) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 123,089 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for restricted stock units (in shares) | 450,703 | |||||||
Issuance of common stock for restricted stock units | 0 | $ 0 | 0 | |||||
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 (loss) | 9,141 | 9,141 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 50,000 | 16,381,443 | ||||||
Ending balance, amount at Mar. 31, 2022 | 469,176 | $ 0 | $ 16 | 578,444 | (104,965) | $ (4,319) | ||
Ending balance (in shares) at Mar. 31, 2022 | 123,089 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 50,000 | 16,184,264 | 50,000 | 16,184,264 | ||||
Beginning balance, amount at Dec. 31, 2022 | $ 206,015 | $ 0 | $ 16 | 585,937 | (375,619) | $ (4,319) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 123,089 | 123,089 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for restricted stock units (in shares) | 111,471 | |||||||
Stock-based compensation | $ 2,911 | 2,911 | ||||||
Net income (loss) | (16,902) | (16,902) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 50,000 | 16,295,735 | 50,000 | 16,295,735 | ||||
Ending balance, amount at Mar. 31, 2023 | $ 192,024 | $ 0 | $ 16 | $ 588,848 | $ (392,521) | $ (4,319) | ||
Ending balance (in shares) at Mar. 31, 2023 | 123,089 | 123,089 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (16,902) | $ 9,141 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 4,741 | 4,474 |
Amortization of debt discount | 2,324 | 1,935 |
Stock based compensation expense | 2,911 | 1,879 |
Gain from change in value of derivatives | 0 | (39) |
Deferred taxes | (1,699) | (1,966) |
Originations of loan receivables, net of principal payments received | (121) | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (4,220) | (10,565) |
Inventory | 1,241 | (1,279) |
Prepaid expenses and other current assets | 2,612 | 658 |
Other assets | 12 | (12,276) |
Other liabilities | 1,736 | 8,787 |
Accounts payable and accrued liabilities | 2,844 | 17,304 |
Floor plan trade note borrowings | 13,376 | 13,221 |
Net cash provided by operating activities | 8,855 | 31,274 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions, net of cash received | (3,300) | (64,916) |
Purchase of property and equipment | (1,881) | (1,319) |
Technology development | (502) | (1,752) |
Net cash used in investing activities | (5,683) | (67,987) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from new secured debt | 0 | 84,500 |
Repayment of debt and notes payable | (4,043) | (31,597) |
Proceeds from issuance of notes | 0 | 6,541 |
Increase (decrease) in borrowings from non-trade floor plans | 4,076 | (5,843) |
Net cash provided by financing activities | 33 | 53,601 |
NET CHANGE IN CASH | 3,205 | 16,888 |
Cash and restricted cash at beginning of period | 58,579 | 51,974 |
Cash and restricted cash at end of period | $ 61,784 | $ 68,862 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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. RumbleOn is the nation's first, largest, and only publicly-traded, technology-based platform in the powersports industry. Headquartered in the Dallas Metroplex, RumbleOn is revolutionizing the customer experience for outdoor enthusiasts across the country and making powersport vehicles accessible to more people in more places than ever before. We are transforming the powersports customer experience by giving consumers what they want - a wide selection, great value and quality, transparency, and an easy, friction-free transaction. Every element of our business, from inventory procurement to fulfillment to overall ease of transactions, whether online or on-site at one of our 55 retail locations, has been built for a singular purpose – to create an unparalleled customer experience in the powersports industry. Although our primary focus is on the customer experience and building market share in the powersports industry, during 2022 and 2023 we participated in the automotive industry through our wholly-owned wholesale distributor of used automotive inventory, Wholesale, Inc. ("Wholesale Inc."), and our exotics retailer AutoSport USA, Inc., which does business under the name Got Speed. In the third quarter of 2022, we announced we would be winding down our wholesale automotive business, which we expect to complete during the second or third quarter of 2023. Our logistics services company, Wholesale Express, LLC ("Wholesale Express"), provides freight brokerage services facilitating transportation for dealers and consumers. On August 31, 2021 (the “RideNow Closing Date”), RumbleOn, Inc. completed its business combination with RideNow Powersports, the nation's largest powersports retailer group (“RideNow”). 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 13 locations in Texas, Georgia, and Alabama. 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 from the dates these businesses were respectively acquired. 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 for the year ended December 31, 2022 (the “2022 Form 10-K”). The results of operations for the three months ended March 31, 2023 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 macro 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, acts of terrorism, or acts of war. If 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, which could adversely impact our business and results of operations. Correction of an Immaterial Misstatement Related to Prior Periods During the quarter ended December 31, 2022, the Company identified a misstatement in its accounting for internal powersports revenue and internal powersports cost of sales, which were included in the consolidated statements of operations rather than being eliminated, which resulted in an overstatement of both revenue and cost of sales, with no impact to gross profit, operating income (loss), or net income (loss). The misstatement impacted the unaudited Condensed Consolidated Financial Statements for the three month periods ended March 31, 2022, June 30, 2022, and September 30, 2022. The Company evaluated the misstatement and concluded that the impact was not material, either individually or in the aggregate, to its current or previously issued consolidated financial statements. The Company has corrected the Condensed Consolidated Financial Statements by decreasing powersports revenue and cost of sales for the three months ended March 31, 2022 by $14,719 and $14,719, respectively. Recent Pronouncements Adoption of New Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on January 1, 2023. The standard did not have a material impact on the Company's Condensed Consolidated Financial Statements for the three months ended March 31, 2023. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” This ASU refines the scope of ASC 848 and clarifies some of its guidance as part of the Board's monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." This ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. These new standards were effective upon issuance and generally can be applied to applicable contract modifications. While our senior secured debt and many of our floorplan arrangements utilize LIBOR as a benchmark for calculating the applicable interest rate, some of our floorplan arrangements have already transitioned to utilizing an alternative benchmark rate. We are continuing to evaluate the impact of the transition from LIBOR to alternative reference interest rates. We cannot predict the effect of the potential changes to or elimination of LIBOR, the establishment of alternative rates or benchmarks, and the corresponding effects on our cost of capital but do not expect a significant impact on our consolidated financial position, results of operations, and cash flows. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 instead of being recorded at fair value. 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 other fair value adjustments with respect to certain assets acquired and liabilities assumed. 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 as well as any contingent consideration, where applicable, 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. 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, 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 and non-compete 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 |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Freedom Transaction On November 8, 2021, RumbleOn entered into a Membership Interest Purchase Agreement to acquire 100% of the equity interests of the Freedom Entities, and completed the acquisition on the Freedom Closing Date (the “Freedom Transaction”). The Freedom Entities own and operate 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. We accounted for the Freedom Transaction as a business combination under ASC 805, Business Combinations . Under the terms of the Membership Interest Purchase Agreement, all outstanding equity interests of the Freedom Entities were acquired for total consideration of $97,237, consisting of $70,569 paid in cash, including certain transaction expenses paid on behalf of the Freedom Entities' equity holders, and issuance of 1,048,718 shares of Class B Common Stock with a value of $26,511 on the Freedom Closing Date. On June 22, 2022, 2,446 shares of Class B Common Stock held in escrow were cancelled as part of the final purchase price adjustment. The following table summarizes the final components of consideration transferred by the Company for the Freedom Transaction: Cash $ 70,569 Class B Common Stock 26,511 Acquiree transaction expenses paid by the Company at closing 157 Total purchase price consideration $ 97,237 Freedom Transaction Estimated Fair Value of Assets and Liabilities Assumed On February 18, 2022, the Company completed its acquisition of the Freedom Entities. The Company finalized its accounting for consideration transferred, assets acquired, and liabilities assumed during the quarter ended March 31, 2023. All adjustments were recorded within the measurement period that ended on February 17, 2023. Total goodwill acquired as part of the Freedom Entities acquisition was $29,359. All of Freedom Entities' acquired assets and liabilities, including goodwill recognized as a result of the Freedom Transaction, have been included in the Company’s Powersports reporting segment, as the Freedom Entities business is entirely within the Company’s Powersports segment. The Company finalized its valuation of assets acquired, including intangible assets, and has recorded appropriate adjustments to the purchase price allocation during the measurement period. 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 revenue 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 Company uses 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. The Company bases its assumptions on estimates of future cash flows, expected growth rates, retention factors, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased franchise rights and non-compete agreements amounts so determined represent the fair value at the date of acquisition, and do not exceed the amount a third-party would pay for such assets. The following amounts represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed as a result of the Freedom Transaction. Estimated fair value of assets: Cash $ 6,381 Contracts in transit 1,170 Accounts receivable 1,089 Inventory 24,809 Prepaid expenses 214 Property & equipment 50,228 Right-of-use assets 2,876 Other intangible assets 2,167 Franchise rights 39,661 Other assets 21 Total assets acquired $ 128,616 Estimated fair value of liabilities assumed: Accounts payable, accrued expenses and other current liabilities $ 5,407 Notes payable - floor plan 18,337 Lease liabilities 2,002 Deferred revenue 3,495 Mortgage notes 26,809 Notes payable 4,688 Total liabilities assumed 60,738 Total net assets acquired 67,878 Goodwill 29,359 Total purchase price consideration $ 97,237 The Company assumed notes payable and mortgage notes liabilities of $31,497 on the Freedom Closing Date. The outstanding balance of these liabilities were repaid in the first quarter of 2022 and are reflected as cash outflows from financing activities in the Condensed Consolidated Statements of Cash Flows. The Company funded the cash portion of the Freedom Transaction, transaction expenses, notes payable, and mortgage note repayments through an $84,500 draw on the Oaktree Credit Agreement (as defined below) and approximately $11,347 of available cash resources. The Company expects it will be able to amortize, for tax purposes, $29,359 of goodwill. Acquisition related costs of $284 were incurred for the three months ended March 31, 2022 and are included in Selling, General and Administrative expenses in the Condensed Consolidated Statement of Operations. Red Hills Powersports Acquisition On March 3, 2023, the Company acquired Red Hills powersports, a single retail location representing 10 OEMs in Tallahassee, Florida, for total consideration approximating $3,300 in cash. Pro Forma Information for Acquisitions The Company recognized revenue from the Freedom Entities of $56,437 for the three months ended March 31, 2023. The Company has included the operating results of the Freedom Entities in its consolidated statements of operations since February 18, 2022. The following unaudited pro forma financial information presents consolidated information of the Company as if the Freedom Transaction was completed at December 31, 2021. Three Months Ended March 31, 2023 2022 (unaudited) Pro forma revenue $ 346,304 $ 468,913 Pro forma net income (loss) $ (16,902) $ 9,141 Earnings (loss) per share - basic $ (1.04) $ 0.58 Weighted average number of shares - basic 16,224,122 15,693,900 Earnings (loss) per share - fully diluted $ (1.04) $ 0.58 Weighted average number of shares - fully diluted 16,224,122 15,718,441 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Assets: Operating Right of use assets $ 163,556 $ 161,822 Finance Property and equipment, net — — Total right-of-use assets $ 163,556 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,170 $ 24,075 Finance Accounts payable and other current liabilities — — Non-Current: Operating Long-term portion of operating lease liabilities 129,518 126,695 Finance Other long-term liabilities — — Total lease liabilities $ 153,688 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating and financing leases are as follows: March 31, 2023 December 31, 2022 Weighted average lease term-operating leases 14.4 years 14.6 years Weighted average discount rate-operating leases 13.9% 14.0% The following table provides information related to the lease costs of finance and operating leases for the three months ended March 31, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended March 31, 2023 2022 Operating Selling, general and administrative expenses $ 8,149 $ 6,863 Finance: Amortization of ROU assets Depreciation and amortization expense — 41 Interest on lease liabilities Interest expense — 124 Total lease costs $ 8,149 $ 7,028 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at March 31, 2023: Leases Balance Sheet Classification March 31, 2023 December 31, 2022 Assets: Right of use assets – related party $ 104,619 $ 105,264 All other right-of-use assets 58,937 56,558 Total Right-of-use assets $ 163,556 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 13,947 $ 14,492 Current portion of lease liabilities – all other leases 10,223 9,583 Total Accounts payable and other current liabilities $ 24,170 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party 95,695 93,713 Long-term portion of lease liabilities – all other leases 33,823 32,982 Total Operating lease liabilities $ 129,518 $ 126,695 Total lease liabilities $ 153,688 $ 150,770 Supplemental cash flow information related to operating leases for the three months ended March 31, 2023 was as follows: Three Months Ended March 31, 2023 2022 Cash payments for operating leases $ 6,991 $ 5,996 ROU assets obtained in exchange for new operating lease liabilities $ 2,786 $ 13,675 The following table summarizes the future minimum payments for operating leases at March 31, 2023 due in each year ending December 31: Year Operating Leases 2023 $ 21,656 2024 28,389 2025 26,669 2026 24,859 2027 23,701 Thereafter 270,655 Total lease payments 395,929 Less: imputed interest (242,241) Present value of operating lease liabilities $ 153,688 |
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, 2023 December 31, 2022 Assets: Operating Right of use assets $ 163,556 $ 161,822 Finance Property and equipment, net — — Total right-of-use assets $ 163,556 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,170 $ 24,075 Finance Accounts payable and other current liabilities — — Non-Current: Operating Long-term portion of operating lease liabilities 129,518 126,695 Finance Other long-term liabilities — — Total lease liabilities $ 153,688 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating and financing leases are as follows: March 31, 2023 December 31, 2022 Weighted average lease term-operating leases 14.4 years 14.6 years Weighted average discount rate-operating leases 13.9% 14.0% The following table provides information related to the lease costs of finance and operating leases for the three months ended March 31, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended March 31, 2023 2022 Operating Selling, general and administrative expenses $ 8,149 $ 6,863 Finance: Amortization of ROU assets Depreciation and amortization expense — 41 Interest on lease liabilities Interest expense — 124 Total lease costs $ 8,149 $ 7,028 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at March 31, 2023: Leases Balance Sheet Classification March 31, 2023 December 31, 2022 Assets: Right of use assets – related party $ 104,619 $ 105,264 All other right-of-use assets 58,937 56,558 Total Right-of-use assets $ 163,556 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 13,947 $ 14,492 Current portion of lease liabilities – all other leases 10,223 9,583 Total Accounts payable and other current liabilities $ 24,170 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party 95,695 93,713 Long-term portion of lease liabilities – all other leases 33,823 32,982 Total Operating lease liabilities $ 129,518 $ 126,695 Total lease liabilities $ 153,688 $ 150,770 Supplemental cash flow information related to operating leases for the three months ended March 31, 2023 was as follows: Three Months Ended March 31, 2023 2022 Cash payments for operating leases $ 6,991 $ 5,996 ROU assets obtained in exchange for new operating lease liabilities $ 2,786 $ 13,675 The following table summarizes the future minimum payments for operating leases at March 31, 2023 due in each year ending December 31: Year Operating Leases 2023 $ 21,656 2024 28,389 2025 26,669 2026 24,859 2027 23,701 Thereafter 270,655 Total lease payments 395,929 Less: imputed interest (242,241) Present value of operating lease liabilities $ 153,688 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The carrying amount of goodwill, franchise rights, and other intangible assets as of March 31, 2023 and December 31, 2022 is as follows: March 31, 2023 December 31, 2022 Goodwill $ 24,003 $ 21,142 Other intangible assets Franchise rights - indefinite life $ 236,678 $ 236,678 Other intangibles - definite lived 23,795 23,795 260,473 260,473 Less: accumulated amortization 15,573 13,060 Intangible assets, net $ 244,900 $ 247,413 The following summarizes the changes in the carrying amount of goodwill by reportable segment from December 31, 2022 to March 31, 2023. Powersports Automotive Vehicle Logistics Total Balance at December 31, 2022 $ 20,294 $ — $ 848 $ 21,142 Acquisition of store in Tallahassee, FL 2,600 — — 2,600 Freedom Powersports purchase accounting adjustments 261 — — 261 Balance at March 31, 2023 $ 23,155 $ — $ 848 $ 24,003 In addition to annual impairment testing, the Company continuously monitors for events and circumstances that could indicate that it is more likely than not that its goodwill, indefinite lived intangible assets, finite lived intangible assets, and other long-lived assets are impaired or not recoverable (a triggering event), requiring an interim impairment test. During the quarter ended March 31, 2023, the Company considered a number of factors including, but not limited to, current macroeconomic conditions such as inflation, economic growth, and interest rate movements, industry and market considerations, stock price performance (including performance relative to peers), and overall financial performance of the Company. Based on the analysis of relevant events and circumstances, the Company concluded a triggering event had not occurred as of March 31, 2023. The Company will continue to monitor both macroeconomic and company-specific events and circumstances in future periods and if a triggering event is identified prior to the Company’s fourth quarter annual impairment test, management will complete an interim impairment test at that time. Estimated annual amortization expense related to other intangibles: 2023 $ 5,397 2024 2,655 2025 99 2026 — Thereafter — $ 8,151 |
NOTES PAYABLE AND LINES OF CRED
NOTES PAYABLE AND LINES OF CREDIT | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Term Loan Credit Agreement maturing on August 31, 2026. Amortization payments are required quarterly. Interest rate at March 31, 2023 was 12.98%. $ 346,066 $ 346,066 RumbleOn Finance line of credit maturing on February 4, 2025. Interest rate at March 31, 2023 was 9.94%. 20,952 25,000 Note payable for leasehold improvements 514 — Total principal amount 367,532 371,066 Less: unamortized debt issuance costs (23,340) (28,572) Total long-term debt 344,192 342,494 Less: Current portion of long-term debt (21,036) (3,645) Long-term debt, net of current portion $ 323,156 $ 338,849 Floor plan notes payable as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Floor plans notes payable - trade $ 88,763 $ 75,387 Floor plans notes payable - non-trade 156,245 150,044 Floor plan notes payable $ 245,008 $ 225,431 Term Loan Credit Agreement On the RideNow 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 were used to consummate the RideNow Transaction and to provide for working capital. 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 became available six (6) months after the RideNow Closing Date and were unavailable to be drawn after the eighteen (18) month anniversary of the RideNow Closing Date, which occurred on March 1, 2023. On February 18, 2022, in conjunction with the Freedom Transaction, the Company drew down $84,500 against the Oaktree Credit Agreement. During the fourth quarter of 2022, the Company made a voluntary principal repayment of $15,000 to the Oaktree Credit Facility. As of March 31, 2023, the Oaktree Credit Agreement does not provide for any available financing under the Delayed Draw Term Loans Facility. The loan is reported on the balance sheet as senior secured debt, net of debt discount and debt issuance costs of $23,340, including the fair value of stock warrants of $10,950. Borrowings under the Oaktree Credit Agreement 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, 2023, was 12.98%. Interest expense for the three months ended March 31, 2023 and 2022 were $12,942 and $8,691, respectively, which included amortization of $1,588 and $1,276, respectively, 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, 2023. 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, 2023. Obligations under the Oaktree Credit Agreement are secured by a first-priority lien on substantially all of the assets of the Company and its 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. We provided customary representations and covenants under the Oaktree Credit Agreement which include financial covenants and collateral performance covenants. The Company is in compliance with covenants under the Oaktree Credit Agreement as of March 31, 2023. RumbleOn Finance Line of Credit On February 4, 2022, RumbleOn Finance and ROF SPV I, LLC ("ROF"), an indirect subsidiary of RumbleOn, entered into a consumer finance facility ("ROF Consumer Finance Facility") primarily to provide up to $25,000 for the underwriting of consumer loans underwritten by ROF. Credit Suisse AG, New York Branch (“Credit Suisse”) is the managing agent of the loan agreement, and RumbleOn Finance is the borrower. All loans under this agreement are secured by certain collateral including the consumer finance loans purchased by the ROF Consumer Finance Facility. We provided customary representations and covenants under the agreements which include financial covenants and collateral performance covenants. Loans sold to or in the ROF Consumer Finance Facility are subject to certain eligibility criteria, concentration limits and reserves. As of March 31, 2023, RumbleOn Finance did not meet the interest rate spread requirement set forth in the ROF Consumer Finance Facility as a result of increased interest rates and limited growth of our consumer finance business. The lender has indicated no current intention to request early repayment of the principal balance due under the ROF Consumer Finance Facility as of March 31, 2023. We intend to sell the loan portfolio held at RumbleOn Finance and pay off the outstanding balance during the second quarter of 2023. As of March 31, 2023, the outstanding balance due under the ROF Consumer Finance Facility was $20,952, which is reflected in the current portion of long-term debt and line of credit in the accompanying Condensed Consolidated Balance Sheets. The value of the loan receivable assets held by RumbleOn Finance, which approximated $30,450 net of allowance for loan losses, is included in prepaid expense and other current assets in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023. The loan receivable assets are considered assets held for sale as of March 31, 2023. Floor Plan Notes Payable The Company relies on its floorplan vehicle financing credit lines (“Floorplan Lines”) to finance new and used vehicle inventory at its retail locations and for the wholesale segment. Floor plan notes payable - trade reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventory with corresponding manufacturers' captive finance subsidiaries (“trade lenders”). Floor plan notes payable - non-trade represents amounts borrowed to finance the purchase of specific new and used vehicle inventories with non-trade lenders. Changes in vehicle floor plan notes payable - trade are reported as operating cash flows and changes in floor plan notes payable - non-trade are reported as financing cash flows in the accompanying Consolidated Statements of Cash Flows. Inventory serves as collateral under floor plan notes payable borrowings. The inventory balance in its entirety also serves as collateral under the Oaktree Credit Agreement. On August 31, 2021, Wholesale Inc. entered into a Floorplan Line with AFC (the “AFC Credit Line”) to replace an existing line of credit. Advances under the AFC Credit Line are limited to $35,000 as of March 31, 2023. Interest expense on the AFC Credit Line for the three months ended March 31, 2023 and 2022 was $144 and $363, respectively. On October 26, 2022, the Company entered into a Floorplan Line with J.P. Morgan (the “J.P. Morgan Credit Line”). As of March 31, 2023, advances under the J.P. Morgan Credit Line are limited to $75,000 and the outstanding balance was $28,126. Interest expense on the J.P. Morgan Credit Line for the three months ended March 31, 2023 was $387. |
STOCKHOLDER EQUITY
STOCKHOLDER EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDER EQUITY | STOCKHOLDER EQUITY Stock-Based Compensation On June 30, 2017, the Company’s shareholders approved a Stock Incentive Plan (the “Plan”) allowing for the issuance of restricted stock units ("RSUs"), stock options, and other equity awards (collectively “Awards”). As of March 31, 2023, 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. 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 RideNow 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. 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 is based on the share price of the Class B Common Stock on the date of the award, with the fair value expense on a straight line basis over the vesting period. The following table reflects the stock-based compensation for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, Three Months Ended March 31, 2023 2022 Restricted Stock Units $ 2,911 $ 1,879 Stock Options — — Total stock-based compensation $ 2,911 $ 1,879 As of March 31, 2023, there was 1,323,598 RSUs outstanding. The total unrecognized compensation expense related to outstanding equity awards was approximately $18,948, which the Company expects to recognize over a weighted-average period of approximately 26 months. Total unrecognized equity-based compensation expense will be adjusted for actual forfeitures. Security Offering As part of the Freedom Transaction, the Company issued to Freedom's security holders 1,048,718 shares of RumbleOn Class B Common Stock totaling $26,511 on February 18, 2022. On June 22, 2022, 2,446 shares of Class B Common Stock held in escrow were cancelled as part of the final purchase price adjustment. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022: Three Months Ended March 31, 2023 2022 Cash paid for interest $ 15,843 $ 10,777 Cash paid for (refunds from) taxes $ (47) $ — Capital expenditures and technology development costs included in accounts payable and other current liabilities $ 125 $ 3,344 Capital expenditures included in line of credit and notes payable $ 514 $ — Fair value of 1,048,718 Class B Common Stock issued in the Freedom Transaction $ — $ 26,511 The following table shows the cash and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Cash $ 51,784 $ 48,579 Restricted cash (1) 10,000 10,000 Total cash, cash equivalents, and restricted cash $ 61,784 $ 58,579 (1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company's various floor plan lines of credit and RumbleOn Finance line of credit. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company's provision for (benefit from) income taxes for the three months ended March 31, 2023 and 2022 was ($1,603) and $2,380, respectively, representing effective income tax rates of 8.7% and 17.9%, respectively. The difference between the U.S. federal income tax rate of 21.0% and RumbleOn’s overall income tax rate for the three months ended March 31, 2023 was primarily due to the tax effect of non-deductible executive compensation, non-deductible interest expense, and discrete tax impacts of stock compensation vesting in the quarter.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, 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The Company computes basic and diluted earnings (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities. Basic earnings (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighed-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share attributable to common stockholders is computed giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation for the quarter ended March 31, 2023, 1,323,598 of unvested RSUs, 2,340 of stock options, 1,212,121 of Oaktree Warrants to purchase shares of Class B Common Stock, 16,531 of other warrants to purchase shares of Class B Common Stock and 982,107 shares of Class B Common Stock issuable in connection with convertible debt are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. For purposes of this calculation for the quarter ended March 31, 2022, 805,183 of unvested RSUs, 2,425 of stock options, 1,212,121 of warrants to purchase shares of Class B Common Stock, 16,531 of other warrants to purchase shares of Class B Common Stock and 982,107 shares of Class B Common Stock issuable in connection with convertible debt are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. The weighted average number of shares outstanding of Class A Common Stock and Class B Common Stock, giving effect to all potential dilutive common stock equivalents outstanding, were 50,000 and 16,174,122, and 50,000 and 15,668,441, for the three months ended March 31, 2023 and 2022, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Promissory Notes In connection with the acquisition of RideNow, the Company assumed two promissory notes totaling principal and accrued interest of $2,821 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 have been paid in full as of March 31, 2023 and totaled $791 as of March 31, 2022. 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 former directors and executive officers 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. Rent expense associated with the leases approximated $4,324 and $4,606 during the three months ended March 31, 2023 and 2022, respectively, and are included in Selling, General and Administrative expenses in the Condensed Consolidated Statement of Operations. Payments to RideNow Management, LLLP The Company made $0 and $116 in payments to RideNow Management, LLLP, an entity owned equally by two former directors and executive officers during the three months ended March 31, 2023 and 2022. Payments to Coulter Management Group LLLP The company made $5 and $120 in payments to Coulter Management Group LLLP, an entity owned by two former directors and executive officers of the Company, during the three months ended March 31, 2023 and 2022. Bidpath Software License On January 19, 2022, the Audit Committee approved, and the Company entered into two agreements with Bidpath Incorporated, a company owned by Adam Alexander, a director of the Company that provides the Company with (i) a perpetual, non-exclusive license to the then-current source code, as well as all future source code, of foundational technology for our inventory management platform, and (ii) support and maintenance services, all of which remain in development as of March 31, 2023. The Company made cash payments for the license totaling $0 and $1,080, respectively, during the three months ended March 31, 2023 and 2022. The Company also pays, on monthly basis since the agreement was signed, $30 for development of the platform. The initial term is thirty-six (36) months but can be terminated by either party at any time by providing sixty (60) days' notice to the other party. Ready Team Grow, LLC The Company paid $42 and $54 to Ready Team Grow, LLC for employee recruiting services during the three months ended March 31, 2023 and 2022. Ready Team Grow, LLC is an entity owned by the domestic partner of the Company’s Chief Executive Officer. Death Benefit to former Chief Financial Officer and Director On September 30, 2021, the Audit Committee approved the issuance of 154,731 shares of the Company’s Class B Common Stock as a gift of a death benefit to the widow and children of the Company's former Chief Financial Officer and Director. Also, on September 30, 2021, the Audit Committee approved a gift of a death benefit to the widow and children of Mr. Berrard in an amount equal to (1) $1,338, which shall be paid in equal weekly installments beginning October 1, 2021 and ending June 30, 2024 and (2) the cash bonus paid to the Company’s Chief Executive Officer each quarter over the same period ending June 30, 2024, if and when paid to the Chief Executive Officer in accordance with the Company’s Executive Incentive Program. A total of $123 and $123 in cash payments were made under these awards during the three months ended March 31, 2023 and 2022. Employment of Immediate Family Members William Coulter, a former executive officer and director of the Company, has one immediate family member who was employed by the Company during 2021 and until August 30, 2022. This family member received aggregate gross pay of approximately $0 and $100 during the three months ended March 31, 2023 and 2022, respectively. Mark Tkach, a former executive officer and director of the Company, has two immediate family members that are, or have been, employed by the Company between January 1, 2021, and the date hereof. One of these family members was employed by the Company during 2021 and until February 21, 2022. This family member received aggregate gross pay of approximately $0 and $100 during the three months ended March 31, 2023 and 2022, respectively. The other family member |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Business segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Our operations are organized by management into operating segments by line of business. We have determined that we have three reportable segments as defined in U.S. GAAP for segment reporting: (1) powersports, (2) automotive, and (3) vehicle logistics. Our powersports and automotive segments consist of the sale of new and used 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 transportation brokerage services between dealerships and auctions. Our vehicle logistics reportable segment has been determined to represent one operating segment and reporting unit. Reportable segment financial information for the three months ended March 31, 2023 and 2022 were as follows: Powersports Automotive Vehicle Logistics Eliminations (1) Total Three Months Ended March 31, 2023 Total assets $ 1,888,163 $ 11,215 $ 5,014 $ (866,514) $ 1,037,878 Revenue $ 319,543 $ 11,921 $ 14,999 $ (159) $ 346,304 Operating income (loss) $ (2,144) $ (88) $ 1,431 $ — $ (801) Depreciation and amortization $ 4,717 $ 14 $ 10 $ — $ 4,741 Interest expense $ (17,602) $ (144) $ — $ — $ (17,746) Change in derivative liability $ — $ — $ — $ — $ — Three Months Ended March 31, 2022 Total assets $ 1,854,998 $ 54,673 $ 16,805 $ (705,670) $ 1,220,806 Revenue $ 322,095 $ 110,755 $ 13,612 $ (1,261) $ 445,201 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 (1) Intercompany investment balances related to the acquisitions of RideNow, Freedom Entities, Wholesale Inc. and Wholesale Express, and receivables and other balances related to 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, 2023 | |
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 from the dates these businesses were respectively acquired. 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 for the year ended December 31, 2022 (the “2022 Form 10-K”). The results of operations for the three months ended March 31, 2023 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 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 macro economic conditions, as well as the Company’s operations, may impact future estimates including, but not limited to inventory valuations, fair value |
Correction of an Immaterial Misstatement Related to Prior Periods | Correction of an Immaterial Misstatement Related to Prior Periods During the quarter ended December 31, 2022, the Company identified a misstatement in its accounting for internal powersports revenue and internal powersports cost of sales, which were included in the consolidated statements of operations rather than being eliminated, which resulted in an overstatement of both revenue and cost of sales, with no impact to gross profit, operating income (loss), or net income (loss). The misstatement impacted the unaudited Condensed Consolidated Financial Statements for the three month periods ended March 31, 2022, June 30, 2022, and September 30, 2022. |
Recent Pronouncements | Recent Pronouncements Adoption of New Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on January 1, 2023. The standard did not have a material impact on the Company's Condensed Consolidated Financial Statements for the three months ended March 31, 2023. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” This ASU refines the scope of ASC 848 and clarifies some of its guidance as part of the Board's monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." This ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. These new standards were effective upon issuance and generally can be applied to applicable contract modifications. While our senior secured debt and many of our floorplan arrangements utilize LIBOR as a benchmark for calculating the applicable interest rate, some of our floorplan arrangements have already transitioned to utilizing an alternative benchmark rate. We are continuing to evaluate the impact of the transition from LIBOR to alternative reference interest rates. We cannot predict the effect of the potential changes to or elimination of LIBOR, the establishment of alternative rates or benchmarks, and the corresponding effects on our cost of capital but do not expect a significant impact on our consolidated financial position, results of operations, and cash flows. |
Accounting for Business Combinations | 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 other fair value adjustments with respect to certain assets acquired and liabilities assumed. 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 as well as any contingent consideration, where applicable, 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. 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, 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 and non-compete 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 |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the final components of consideration transferred by the Company for the Freedom Transaction: Cash $ 70,569 Class B Common Stock 26,511 Acquiree transaction expenses paid by the Company at closing 157 Total purchase price consideration $ 97,237 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following amounts represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed as a result of the Freedom Transaction. Estimated fair value of assets: Cash $ 6,381 Contracts in transit 1,170 Accounts receivable 1,089 Inventory 24,809 Prepaid expenses 214 Property & equipment 50,228 Right-of-use assets 2,876 Other intangible assets 2,167 Franchise rights 39,661 Other assets 21 Total assets acquired $ 128,616 Estimated fair value of liabilities assumed: Accounts payable, accrued expenses and other current liabilities $ 5,407 Notes payable - floor plan 18,337 Lease liabilities 2,002 Deferred revenue 3,495 Mortgage notes 26,809 Notes payable 4,688 Total liabilities assumed 60,738 Total net assets acquired 67,878 Goodwill 29,359 Total purchase price consideration $ 97,237 |
Schedule of Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents consolidated information of the Company as if the Freedom Transaction was completed at December 31, 2021. Three Months Ended March 31, 2023 2022 (unaudited) Pro forma revenue $ 346,304 $ 468,913 Pro forma net income (loss) $ (16,902) $ 9,141 Earnings (loss) per share - basic $ (1.04) $ 0.58 Weighted average number of shares - basic 16,224,122 15,693,900 Earnings (loss) per share - fully diluted $ (1.04) $ 0.58 Weighted average number of shares - fully diluted 16,224,122 15,718,441 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Cost | The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification March 31, 2023 December 31, 2022 Assets: Operating Right of use assets $ 163,556 $ 161,822 Finance Property and equipment, net — — Total right-of-use assets $ 163,556 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,170 $ 24,075 Finance Accounts payable and other current liabilities — — Non-Current: Operating Long-term portion of operating lease liabilities 129,518 126,695 Finance Other long-term liabilities — — Total lease liabilities $ 153,688 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating and financing leases are as follows: March 31, 2023 December 31, 2022 Weighted average lease term-operating leases 14.4 years 14.6 years Weighted average discount rate-operating leases 13.9% 14.0% The following table provides information related to the lease costs of finance and operating leases for the three months ended March 31, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended March 31, 2023 2022 Operating Selling, general and administrative expenses $ 8,149 $ 6,863 Finance: Amortization of ROU assets Depreciation and amortization expense — 41 Interest on lease liabilities Interest expense — 124 Total lease costs $ 8,149 $ 7,028 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at March 31, 2023: Leases Balance Sheet Classification March 31, 2023 December 31, 2022 Assets: Right of use assets – related party $ 104,619 $ 105,264 All other right-of-use assets 58,937 56,558 Total Right-of-use assets $ 163,556 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 13,947 $ 14,492 Current portion of lease liabilities – all other leases 10,223 9,583 Total Accounts payable and other current liabilities $ 24,170 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party 95,695 93,713 Long-term portion of lease liabilities – all other leases 33,823 32,982 Total Operating lease liabilities $ 129,518 $ 126,695 Total lease liabilities $ 153,688 $ 150,770 |
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, 2023 was as follows: Three Months Ended March 31, 2023 2022 Cash payments for operating leases $ 6,991 $ 5,996 ROU assets obtained in exchange for new operating lease liabilities $ 2,786 $ 13,675 |
Schedule of Lessee, Operating Lease, Liability, Maturity | The following table summarizes the future minimum payments for operating leases at March 31, 2023 due in each year ending December 31: Year Operating Leases 2023 $ 21,656 2024 28,389 2025 26,669 2026 24,859 2027 23,701 Thereafter 270,655 Total lease payments 395,929 Less: imputed interest (242,241) Present value of operating lease liabilities $ 153,688 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | The carrying amount of goodwill, franchise rights, and other intangible assets as of March 31, 2023 and December 31, 2022 is as follows: March 31, 2023 December 31, 2022 Goodwill $ 24,003 $ 21,142 Other intangible assets Franchise rights - indefinite life $ 236,678 $ 236,678 Other intangibles - definite lived 23,795 23,795 260,473 260,473 Less: accumulated amortization 15,573 13,060 Intangible assets, net $ 244,900 $ 247,413 |
Schedule of Goodwill | The following summarizes the changes in the carrying amount of goodwill by reportable segment from December 31, 2022 to March 31, 2023. Powersports Automotive Vehicle Logistics Total Balance at December 31, 2022 $ 20,294 $ — $ 848 $ 21,142 Acquisition of store in Tallahassee, FL 2,600 — — 2,600 Freedom Powersports purchase accounting adjustments 261 — — 261 Balance at March 31, 2023 $ 23,155 $ — $ 848 $ 24,003 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Estimated annual amortization expense related to other intangibles: 2023 $ 5,397 2024 2,655 2025 99 2026 — Thereafter — $ 8,151 |
NOTES PAYABLE AND LINES OF CR_2
NOTES PAYABLE AND LINES OF CREDIT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes payable consisted of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Term Loan Credit Agreement maturing on August 31, 2026. Amortization payments are required quarterly. Interest rate at March 31, 2023 was 12.98%. $ 346,066 $ 346,066 RumbleOn Finance line of credit maturing on February 4, 2025. Interest rate at March 31, 2023 was 9.94%. 20,952 25,000 Note payable for leasehold improvements 514 — Total principal amount 367,532 371,066 Less: unamortized debt issuance costs (23,340) (28,572) Total long-term debt 344,192 342,494 Less: Current portion of long-term debt (21,036) (3,645) Long-term debt, net of current portion $ 323,156 $ 338,849 Floor plan notes payable as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Floor plans notes payable - trade $ 88,763 $ 75,387 Floor plans notes payable - non-trade 156,245 150,044 Floor plan notes payable $ 245,008 $ 225,431 |
STOCKHOLDER EQUITY (Tables)
STOCKHOLDER EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022: Three Months Ended March 31, Three Months Ended March 31, 2023 2022 Restricted Stock Units $ 2,911 $ 1,879 Stock Options — — Total stock-based compensation $ 2,911 $ 1,879 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022: Three Months Ended March 31, 2023 2022 Cash paid for interest $ 15,843 $ 10,777 Cash paid for (refunds from) taxes $ (47) $ — Capital expenditures and technology development costs included in accounts payable and other current liabilities $ 125 $ 3,344 Capital expenditures included in line of credit and notes payable $ 514 $ — Fair value of 1,048,718 Class B Common Stock issued in the Freedom Transaction $ — $ 26,511 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table shows the cash and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Cash $ 51,784 $ 48,579 Restricted cash (1) 10,000 10,000 Total cash, cash equivalents, and restricted cash $ 61,784 $ 58,579 (1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company's various floor plan lines of credit and RumbleOn Finance line of credit. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Powersports Automotive Vehicle Logistics Eliminations (1) Total Three Months Ended March 31, 2023 Total assets $ 1,888,163 $ 11,215 $ 5,014 $ (866,514) $ 1,037,878 Revenue $ 319,543 $ 11,921 $ 14,999 $ (159) $ 346,304 Operating income (loss) $ (2,144) $ (88) $ 1,431 $ — $ (801) Depreciation and amortization $ 4,717 $ 14 $ 10 $ — $ 4,741 Interest expense $ (17,602) $ (144) $ — $ — $ (17,746) Change in derivative liability $ — $ — $ — $ — $ — Three Months Ended March 31, 2022 Total assets $ 1,854,998 $ 54,673 $ 16,805 $ (705,670) $ 1,220,806 Revenue $ 322,095 $ 110,755 $ 13,612 $ (1,261) $ 445,201 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 (1) Intercompany investment balances related to the acquisitions of RideNow, Freedom Entities, Wholesale Inc. and Wholesale Express, and receivables and other balances related to 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 (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) retailLocation | Mar. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||
Number of retail locations | retailLocation | 55 | |
Cost of revenue | $ (255,269) | $ (339,988) |
Revision of prior period, adjustment | ||
Business Acquisition [Line Items] | ||
Cost of sales | 14,719 | |
Powersports | Revision of prior period, adjustment | ||
Business Acquisition [Line Items] | ||
Cost of revenue | $ 14,719 | |
Freedom Transaction | ||
Business Acquisition [Line Items] | ||
Number of retail locations | retailLocation | 13 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 03, 2023 USD ($) originalEquipmentManufacturer | Jun. 22, 2022 shares | Feb. 18, 2022 USD ($) shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 24,003 | $ 21,142 | ||||
Number of OEM's acquired | originalEquipmentManufacturer | 10 | |||||
Freedom Transaction | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired | 100% | |||||
Business Combination, Consideration Transferred | $ 97,237 | |||||
Consideration transferred, cash and certain transaction expenses | 70,569 | |||||
Equity interests issuance | $ 26,511 | |||||
Business acquisition, number of shares issued to acquire business (in shares) | shares | 1,048,718 | |||||
Shares returned related to business acquisition (in shares) | shares | 2,446 | |||||
Goodwill | $ 29,359 | |||||
Mortgage notes and notes payable assumed | 31,497 | |||||
Payments to Acquire Businesses, Gross | 70,569 | |||||
Acquisition costs | $ 284 | |||||
Revenue | $ 56,437 | |||||
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] | ||||||
Payments to Acquire Businesses, Gross | 11,347 | |||||
Business acquisition, goodwill, expected tax deductible amount | $ 29,359 | |||||
Red Hills Powersports | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 3,300 |
ACQUISITIONS - Purchase Price C
ACQUISITIONS - Purchase Price Consideration (Details) - Freedom Transaction $ in Thousands | Feb. 18, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 70,569 |
Class B Common Stock | 26,511 |
Acquiree transaction expenses paid by the Company at closing | 157 |
Total purchase price consideration | $ 97,237 |
ACQUISITIONS - Allocation of Pu
ACQUISITIONS - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 18, 2022 |
Estimated fair value of liabilities assumed: | |||
Goodwill | $ 24,003 | $ 21,142 | |
Freedom Transaction | |||
Estimated fair value of assets: | |||
Cash | $ 6,381 | ||
Contracts in transit | 1,170 | ||
Accounts receivable | 1,089 | ||
Inventory | 24,809 | ||
Prepaid expenses | 214 | ||
Property & equipment | 2,876 | ||
Right-of-use assets | 50,228 | ||
Other intangible assets | 2,167 | ||
Franchise rights | 39,661 | ||
Other assets | 21 | ||
Total assets acquired | 128,616 | ||
Estimated fair value of liabilities assumed: | |||
Accounts payable, accrued expenses and other current liabilities | 5,407 | ||
Notes payable - floor plan | 18,337 | ||
Lease liabilities | 2,002 | ||
Deferred revenue | 3,495 | ||
Mortgage notes | 26,809 | ||
Notes payable | 4,688 | ||
Total liabilities assumed | 60,738 | ||
Total net assets acquired | 67,878 | ||
Goodwill | 29,359 | ||
Total purchase price consideration | $ 97,237 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - Freedom Transaction - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 346,304 | $ 468,913 |
Pro forma net income (loss) | $ (16,902) | $ 9,141 |
Earnings (loss) per share - basic (in dollars per share) | $ (1.04) | $ 0.58 |
Weighted-average number of shares - basic (in shares) | 16,224,122 | 15,693,900,000 |
Earnings (loss) per share diluted (in dollars per share) | $ (1.04) | $ 0.58 |
Weighted average number of shares diluted (in shares) | 16,224,122 | 15,718,441,000 |
LEASES - Balance Sheet Classifi
LEASES - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases, Operating [Abstract] | ||
Right-of-use assets | $ 163,556 | $ 161,822 |
Accounts payable and other current liabilities | 24,170 | 24,075 |
Operating lease liabilities, noncurrent | 129,518 | 126,695 |
Leases, Finance [Abstract] | ||
Right-of-use assets | 0 | 0 |
Finance lease liabilities, current | 0 | 0 |
Finance lease liabilities, noncurrent | 0 | 0 |
Total right-of-use assets | 163,556 | 161,822 |
Total lease liabilities | $ 153,688 | $ 150,770 |
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] | Accounts payable and other current liabilities | Accounts payable and other current liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable and other current liabilities | Accounts payable and other current liabilities |
LEASES - Lease Details (Details
LEASES - Lease Details (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average lease term-operating leases | 14 years 4 months 24 days | 14 years 7 months 6 days |
Weighted average discount rate-operating leases | 13.90% | 14% |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating | $ 8,149 | $ 6,863 |
Amortization of ROU assets | 0 | 41 |
Interest on lease liabilities | 0 | 124 |
Total lease costs | $ 8,149 | $ 7,028 |
LEASES - Related Parties Balanc
LEASES - Related Parties Balance Sheet Classification (Details) $ in Thousands | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 31, 2021 lease |
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | $ 163,556 | $ 161,822 | |
Accounts payable and other current liabilities | 24,170 | 24,075 | |
Operating lease liabilities, noncurrent | 129,518 | 126,695 | |
Total lease liabilities | 153,688 | 150,770 | |
RideNow Leases | Director | |||
Lessee, Lease, Description [Line Items] | |||
Number of leases | lease | 24 | ||
Related Party | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | 104,619 | 105,264 | |
Accounts payable and other current liabilities | 13,947 | 14,492 | |
Operating lease liabilities, noncurrent | 95,695 | 93,713 | |
Not A Related Party | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | 58,937 | 56,558 | |
Accounts payable and other current liabilities | 10,223 | 9,583 | |
Operating lease liabilities, noncurrent | $ 33,823 | $ 32,982 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Cash payments for operating leases | $ 6,991 | $ 5,996 |
ROU assets obtained in exchange for new operating lease liabilities | $ 2,786 | $ 13,675 |
LEASES - Maturity Lease Schedul
LEASES - Maturity Lease Schedule (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 21,656 |
2024 | 28,389 |
2025 | 26,669 |
2026 | 24,859 |
2027 | 23,701 |
Thereafter | 270,655 |
Total lease payments | 395,929 |
Less: imputed interest | (242,241) |
Present value of operating lease liabilities | $ 153,688 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 24,003 | $ 21,142 |
Other intangible assets | 260,473 | 260,473 |
Less: accumulated amortization | 15,573 | 13,060 |
Intangible assets, net | 244,900 | 247,413 |
Other intangible assets | ||
Goodwill [Line Items] | ||
Other intangible assets | 23,795 | 23,795 |
Franchise Rights | ||
Goodwill [Line Items] | ||
Other intangible assets | $ 236,678 | $ 236,678 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Other intangible assets | $ 260,473 | $ 260,473 |
Other intangible assets | ||
Goodwill [Line Items] | ||
Other intangible assets | $ 23,795 | $ 23,795 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill by Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 21,142 |
Ending balance | 24,003 |
Store in Tallahassee, Florida | |
Goodwill [Roll Forward] | |
Acquisition of store in Tallahassee, FL | 2,600 |
Freedom Transaction | |
Goodwill [Roll Forward] | |
Freedom Powersports purchase accounting adjustments | 261 |
Powersports | |
Goodwill [Roll Forward] | |
Beginning balance | 20,294 |
Ending balance | 23,155 |
Powersports | Store in Tallahassee, Florida | |
Goodwill [Roll Forward] | |
Acquisition of store in Tallahassee, FL | 2,600 |
Powersports | Freedom Transaction | |
Goodwill [Roll Forward] | |
Freedom Powersports purchase accounting adjustments | 261 |
Automotive | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Ending balance | 0 |
Automotive | Store in Tallahassee, Florida | |
Goodwill [Roll Forward] | |
Acquisition of store in Tallahassee, FL | 0 |
Automotive | Freedom Transaction | |
Goodwill [Roll Forward] | |
Freedom Powersports purchase accounting adjustments | 0 |
Vehicle logistics | |
Goodwill [Roll Forward] | |
Beginning balance | 848 |
Ending balance | 848 |
Vehicle logistics | Store in Tallahassee, Florida | |
Goodwill [Roll Forward] | |
Acquisition of store in Tallahassee, FL | 0 |
Vehicle logistics | Freedom Transaction | |
Goodwill [Roll Forward] | |
Freedom Powersports purchase accounting adjustments | $ 0 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 5,397 |
2024 | 2,655 |
2025 | 99 |
2026 | 0 |
Thereafter | 0 |
Other intangible assets | $ 8,151 |
NOTES PAYABLE AND LINES OF CR_3
NOTES PAYABLE AND LINES OF CREDIT - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal amount | $ 367,532 | $ 371,066 |
Less: unamortized debt issuance costs | (23,340) | (28,572) |
Total long-term debt | 344,192 | 342,494 |
Less: Current portion of long-term debt | (21,036) | (3,645) |
Long-term debt, net of current portion | 323,156 | 338,849 |
Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 346,066 | 346,066 |
Term Loan Credit Agreement | Base Rate | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 12.98% | |
ROV SPV | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 20,952 | 25,000 |
ROV SPV | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 9.94% | |
Note Payable for Leasehold Improvements | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 514 | $ 0 |
NOTES PAYABLE AND LINES OF CR_4
NOTES PAYABLE AND LINES OF CREDIT - Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Floor plan notes payable | $ 245,008 | $ 225,431 |
Floor plans notes payable - trade | ||
Debt Instrument [Line Items] | ||
Floor plan notes payable | 88,763 | 75,387 |
Floor plans notes payable - non-trade | ||
Debt Instrument [Line Items] | ||
Floor plan notes payable | $ 156,245 | $ 150,044 |
NOTES PAYABLE AND LINES OF CR_5
NOTES PAYABLE AND LINES OF CREDIT - Narrative (Details) - USD ($) | 3 Months Ended | ||||||
Feb. 18, 2022 | Aug. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 04, 2022 | Mar. 15, 2021 | |
Debt Instrument [Line Items] | |||||||
Interest expense | $ 17,746,000 | $ 11,181,000 | |||||
Term Loan Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount | 23,340,000 | ||||||
Paid-in-kind interest percent | 1% | ||||||
Interest expense | 12,942,000 | 8,691,000 | |||||
Amortization of debt issuance costs and discounts | $ 1,588,000 | 1,276,000 | |||||
Term Loan Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 1% | ||||||
Term Loan Credit Agreement | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate | 12.98% | ||||||
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 | ||||||
RumbleOn Finance Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 25,000,000 | ||||||
Amount drawn on loan facility | $ 20,952,000 | ||||||
Loan receivable assets, net of allowance for loan losses | 30,450,000 | ||||||
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 | ||||||
Delayed availability period | 6 months | ||||||
Total availability period | 18 months | ||||||
Line of Credit | Oaktree Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from line of credits | $ 84,500,000 | ||||||
Repayments of lines of credit | $ 15,000 | ||||||
Line of Credit | AFC Credit Line | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | 144,000 | $ 363,000 | |||||
Line of credit facility, current borrowing capacity | 35,000,000 | ||||||
Line of Credit | J.P. Morgan Credit Line | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | 387,000 | ||||||
Amount drawn on loan facility | 28,126,000 | ||||||
Line of credit facility, current borrowing capacity | $ 75,000,000 |
STOCKHOLDER EQUITY - Narrative
STOCKHOLDER EQUITY - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 22, 2022 | Feb. 18, 2022 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
RSUs outstanding (in shares) | 1,323,598 | ||
Unrecognized stock based compensations related to outstanding awards | $ 18,948 | ||
Period for recognition for awards not yet recognized | 26 months | ||
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 | ||
Equity interests issuance | $ 26,511 | ||
Shares returned related to business acquisition (in shares) | 2,446 | ||
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 |
STOCKHOLDER EQUITY - Stock-Base
STOCKHOLDER EQUITY - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Restricted stock units | $ 2,911 | $ 1,879 |
Options | 0 | 0 |
Total stock-based compensation | $ 2,911 | $ 1,879 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Feb. 18, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | |||
Cash paid for interest | $ 15,843 | $ 10,777 | |
Cash paid for (refunds from) taxes | (47) | 0 | |
Capital expenditures and technology development costs included in accounts payable and other current liabilities | 125 | 3,344 | |
Capital expenditures included in line of credit and notes payable | 514 | 0 | |
Fair value of 1,048,718 Class B Common Stock issued in the Freedom Transaction | $ 0 | $ 26,511 | |
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, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Supplemental Cash Flow Information [Abstract] | ||||
Cash | $ 51,784 | $ 48,579 | ||
Restricted cash | 10,000 | 10,000 | ||
Total cash, cash equivalents, and restricted cash | $ 61,784 | $ 58,579 | $ 68,862 | $ 51,974 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ (1,603) | $ 2,380 |
Effective income tax rate | 8.70% | 17.90% |
U.S. federal income tax rate | 21% | 21% |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of common shares outstanding - basic (in shares) | 16,224,122 | 15,693,900 |
Weighted average number of common shares outstanding - diluted (in shares) | 16,224,122 | 15,718,441 |
Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of common shares outstanding - basic (in shares) | 50,000 | 50,000 |
Weighted average number of common shares outstanding - diluted (in shares) | 50,000 | 50,000 |
Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of common shares outstanding - basic (in shares) | 16,174,122 | 15,668,441 |
Weighted average number of common shares outstanding - diluted (in shares) | 16,174,122 | 15,668,441 |
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) | 1,323,598 | 805,183 |
Equity Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,340 | 2,425 |
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 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,531 | 1,212,121 |
Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 982,107 | 982,107 |
Other Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,531 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jan. 19, 2022 USD ($) Agreement | Sep. 30, 2021 USD ($) shares | Aug. 31, 2021 USD ($) lease note | Mar. 31, 2023 USD ($) familyMember director note | Mar. 31, 2022 USD ($) | Dec. 31, 2021 shares | |
Related Party Transaction [Line Items] | ||||||
Operating lease expense | $ 4,324 | $ 4,606 | ||||
RideNow Management LLLP | ||||||
Related Party Transaction [Line Items] | ||||||
Number of directors and executive officers with ownership of related party | director | 2 | |||||
Coulter Management Group LLLP | ||||||
Related Party Transaction [Line Items] | ||||||
Number of directors and executive officers with ownership of related party | director | 2 | |||||
Bidpath Software License | ||||||
Related Party Transaction [Line Items] | ||||||
Number of agreements | Agreement | 2 | |||||
Ready Team Grow, LLC Recruiting Services | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to affiliated entity | $ 42 | 54 | ||||
Director | ||||||
Related Party Transaction [Line Items] | ||||||
Number of promissory notes | note | 2 | 2 | ||||
Notes payable, related parties | $ 2,821 | 791 | ||||
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% | |||||
Director | RideNow Management LLLP | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to affiliated entity | $ 0 | 116 | ||||
Director | Coulter Management Group LLLP | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to affiliated entity | 5 | 120 | ||||
Director | Bidpath Software License | ||||||
Related Party Transaction [Line Items] | ||||||
Payment for license fees | 0 | 1,080 | ||||
Monthly support and maintenance fees | $ 30 | |||||
License agreement term | 36 months | |||||
License agreement termination notice | 60 days | |||||
Estate of Mr. Berrard | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Due Payment in Equal Installments | $ 1,338 | |||||
Related party cash payments | $ 123 | 123 | ||||
Estate of Mr. Berrard | Common Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued in period (in shares) | shares | 154,731 | |||||
Family Of William Coulter | ||||||
Related Party Transaction [Line Items] | ||||||
Number of immediate family members | familyMember | 1 | |||||
Gross pay | $ 0 | 100 | ||||
Family Of Mark Tkach | ||||||
Related Party Transaction [Line Items] | ||||||
Number of immediate family members | familyMember | 2 | |||||
Family Of Mark Tkach | Common Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Shares granted in period (in shares) | shares | 15,000 | |||||
Mark Tkach Family Member One | ||||||
Related Party Transaction [Line Items] | ||||||
Number of immediate family members | familyMember | 1 | |||||
Gross pay | $ 0 | 100 | ||||
Mark Tkach Family Member Two | ||||||
Related Party Transaction [Line Items] | ||||||
Gross pay | $ 109 | $ 100 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
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, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Total assets | $ 1,037,878 | $ 1,220,806 | $ 1,027,210 |
Revenue | 346,304 | 445,201 | |
Operating income (loss) | (801) | 22,663 | |
Depreciation and amortization | 4,741 | 4,474 | |
Interest expense | (17,746) | (11,181) | |
Change in derivative liability | 0 | 39 | |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total assets | (866,514) | (705,670) | |
Revenue | (159) | (1,261) | |
Operating income (loss) | 0 | 90 | |
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 | 1,888,163 | 1,854,998 | |
Revenue | 319,543 | 322,095 | |
Operating income (loss) | (2,144) | 21,768 | |
Depreciation and amortization | 4,717 | 4,447 | |
Interest expense | (17,602) | (10,662) | |
Change in derivative liability | 0 | 39 | |
Automotive | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | 11,215 | 54,673 | |
Revenue | 11,921 | 110,755 | |
Operating income (loss) | (88) | (262) | |
Depreciation and amortization | 14 | 17 | |
Interest expense | (144) | (518) | |
Change in derivative liability | 0 | 0 | |
Vehicle Logistics | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | 5,014 | 16,805 | |
Revenue | 14,999 | 13,612 | |
Operating income (loss) | 1,431 | 1,067 | |
Depreciation and amortization | 10 | 10 | |
Interest expense | 0 | (1) | |
Change in derivative liability | $ 0 | $ 0 |