Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, Address Line Two | Suite 110A | |
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, $0.001 par value | |
Trading Symbol | RMBL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001596961 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Class B | ||
Entity Common Stock, Shares Outstanding | 35,207,240 | |
Class A | ||
Entity Common Stock, Shares Outstanding | 50,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 50.3 | $ 58.9 |
Restricted cash | 13.1 | 18.1 |
Accounts receivable, net | 33.5 | 50.3 |
Inventory, net | 353.7 | 347.5 |
Prepaid expense and other current assets | 3.8 | 6 |
Total current assets | 454.4 | 480.8 |
Property and equipment, net | 74.9 | 76.8 |
Right-of-use assets | 165.4 | 163.9 |
Franchise rights and other intangible assets | 202.5 | 203.3 |
Other assets | 1.5 | 1.5 |
Total assets | 898.7 | 926.3 |
Current liabilities: | ||
Accounts payable and other current liabilities | 72.1 | 68.1 |
Vehicle floor plan notes payable | 300.2 | 291.3 |
Current portion of long-term debt | 39.2 | 35.6 |
Total current liabilities | 411.5 | 395 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 206 | 238.7 |
Operating lease liabilities | 136.4 | 134.1 |
Other long-term liabilities, including finance lease obligation | 52.1 | 52.9 |
Total long-term liabilities | 394.5 | 425.7 |
Total liabilities | 806 | 820.7 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 688.6 | 701 |
Accumulated deficit | (591.6) | (591.1) |
Class B common stock in treasury, at cost, 123,089 shares | (4.3) | (4.3) |
Total stockholders' equity | 92.7 | 105.6 |
Total liabilities and stockholders' equity | 898.7 | 926.3 |
Class A | ||
Stockholders' equity: | ||
Common stock value | 0 | 0 |
Class B | ||
Stockholders' equity: | ||
Common stock value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Treasury stock (in shares) | 123,089 | 123,089 |
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 |
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) | 35,153,241 | 35,071,955 |
Common stock, shares, outstanding (in shares) | 35,153,241 | 35,071,955 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | $ 307.8 | $ 334.4 |
Total cost of revenue | 225.2 | 244.1 |
Gross profit | 82.6 | 90.3 |
Selling, general and administrative | 73.9 | 86.3 |
Depreciation and amortization | 3.5 | 4.7 |
Operating income (loss) | 5.2 | (0.7) |
Floor plan interest expense | (4) | (2.5) |
Other interest expense | (12.1) | (15.1) |
Other income | 0.3 | 0 |
Loss from continuing operations before income taxes | (10.6) | (18.3) |
Income tax provision (benefit) | (0.3) | (1.6) |
Loss from continuing operations | (10.3) | (16.7) |
Less: Loss from discontinued operations | 0 | (0.2) |
Net loss | $ (10.3) | $ (16.9) |
Weighted average shares - basic (in shares) | 35,133,414 | 16,224,122 |
Weighted average shares - diluted (in shares) | 35,133,414 | 16,224,122 |
Loss from continuing operations per share – basic (in dollars per share) | $ (0.29) | $ (1.03) |
Loss from continuing operations per share – diluted (in dollars per share) | (0.29) | (1.03) |
Loss from discontinued operations per share – basic (in dollars per share) | 0 | (0.01) |
Loss from discontinued operations per share diluted – (in dollars per share) | 0 | (0.01) |
Net loss per share — basic (in dollars per share) | (0.29) | (1.04) |
Net loss per share — diluted (in dollars per share) | $ (0.29) | $ (1.04) |
Powersports vehicles | ||
Revenue: | ||
Total revenue | $ 214.8 | $ 233.3 |
Total cost of revenue | 185.1 | 201 |
Parts, service and accessories | ||
Revenue: | ||
Total revenue | 52.9 | 59.1 |
Total cost of revenue | 29.3 | 31.8 |
Finance and insurance, net | ||
Revenue: | ||
Total revenue | 25.8 | 27.2 |
Vehicle transportation services | ||
Revenue: | ||
Total revenue | 14.3 | 14.8 |
Total cost of revenue | $ 10.8 | $ 11.3 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Class A | Class B | Common Shares Class A | Common Shares Class B | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Treasury Shares |
Beginning balance (in shares) at Dec. 31, 2022 | 50,000 | 16,184,264 | |||||||||
Beginning balance, amount at Dec. 31, 2022 | $ 206 | $ 585.9 | $ (375.6) | $ (4.3) | |||||||
Beginning balance, treasury (in shares) at Dec. 31, 2022 | 123,089 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation (in shares) | 111,471 | ||||||||||
Stock-based compensation | 2.9 | 2.9 | |||||||||
Net loss | (16.9) | (16.9) | |||||||||
Ending balance (in shares) at Mar. 31, 2023 | 50,000 | 16,295,735 | |||||||||
Ending balance, amount at Mar. 31, 2023 | 192 | 588.8 | (392.5) | $ (4.3) | |||||||
Ending balance, treasury (in shares) at Mar. 31, 2023 | 123,089 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 50,000 | 16,184,264 | |||||||||
Beginning balance, amount at Dec. 31, 2022 | 206 | 585.9 | (375.6) | $ (4.3) | |||||||
Beginning balance, treasury (in shares) at Dec. 31, 2022 | 123,089 | ||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 50,000 | 35,071,955 | 50,000 | 35,071,955 | |||||||
Ending balance, amount at Dec. 31, 2023 | $ 105.6 | $ (3.7) | 701 | $ (13.5) | (591.1) | $ 9.8 | $ (4.3) | ||||
Ending balance, treasury (in shares) at Dec. 31, 2023 | 123,089 | 123,089 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accounting standards update, extensible enumeration | Accounting Standards Update 2020-06 [Member] | ||||||||||
Stock-based compensation (in shares) | 81,286 | ||||||||||
Stock-based compensation | $ 1.4 | 1.4 | |||||||||
Other | (0.3) | (0.3) | |||||||||
Net loss | (10.3) | (10.3) | |||||||||
Ending balance (in shares) at Mar. 31, 2024 | 50,000 | 35,153,241 | 50,000 | 35,153,241 | |||||||
Ending balance, amount at Mar. 31, 2024 | $ 92.7 | $ 688.6 | $ (591.6) | $ (4.3) | |||||||
Ending balance, treasury (in shares) at Mar. 31, 2024 | 123,089 | 123,089 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (10.3) | $ (16.9) |
Less: Loss from discontinued operations | 0 | (0.2) |
Loss from continuing operations | (10.3) | (16.7) |
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 3.5 | 4.7 |
Amortization of debt issuance costs | 2.2 | 2.3 |
Stock-based compensation | 1.4 | 2.9 |
Deferred taxes | (0.4) | (1.7) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 16.8 | (4.3) |
Inventory | (6.2) | 1.2 |
Prepaid expenses and other current assets | 2.2 | 2.6 |
Other liabilities | 0.4 | 1.7 |
Accounts payable and accrued liabilities | 4.1 | 2.9 |
Floor plan trade note borrowings | (10.7) | 13.4 |
Net cash provided by operating activities | 3 | 9 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions, net of cash received | 0 | (3.3) |
Purchase of property and equipment | (1) | (1.9) |
Technology development | (0.1) | (0.5) |
Net cash used in investing activities | (1.1) | (5.7) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of debt | (35.3) | (4) |
Increase (decrease) in borrowings from non-trade floor plans | 19.6 | 4 |
Proceeds from debt | 0.5 | 0 |
Other financing | (0.3) | 0 |
Net cash provided by (used in) financing activities | (15.5) | 0 |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net cash used in discontinued operations | 0 | (0.1) |
NET CHANGE IN CASH AND RESTRICTED CASH | (13.6) | 3.2 |
Cash and restricted cash at beginning of period | 77 | 58.6 |
Cash and restricted cash at end of period | $ 63.4 | $ 61.8 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
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, Inc. is headquartered in the Dallas Metroplex and completed its initial public offering in 2017. We operate primarily through two operating segments, which are also our reportable segments for segment reporting: our powersports dealership group and Wholesale Express, LLC (“Express”), a transportation services provider. We were incorporated in 2013. We have grown primarily through acquisition, the largest to date being our 2021 acquisition of the RideNow business followed by our 2022 acquisition of the Freedom Powersports business. These acquisitions added 54 powersports dealerships to our Company. We offer a wide selection of new and pre-owned motorcycles, all-terrain vehicles (“ATV”), utility terrain or side-by-side vehicles (“SXS”), personal watercraft (“PWC”), snowmobiles, and other powersports products, including parts, apparel, accessories, finance & insurance products and services ("F&I"), and aftermarket products from a wide range of manufacturers. Additionally, we offer a full suite of repair and maintenance services. As of March 31, 2024, we operated 54 retail locations with powersports franchises (motorcycles, ATVs, SXSs, PWCs, snowmobiles, and other powersports products) in Alabama, Arizona, California, Florida, Georgia, Kansas, Nevada, North Carolina, Ohio, Oklahoma, South Dakota, Texas, and Washington. We source high quality pre-owned inventory via our proprietary Cash Offer technology, which allows us to purchase pre-owned units directly from consumers. Express provides asset-light brokerage services facilitating automobile transportation primarily between and among dealers. We provide services focused on pre-owned vehicles to clients in all 50 states through our established network of pre-qualified carriers. 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 (“GAAP”) for interim information and with the instructions on Form 10-Q and Rule 8-03 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for smaller reporting companies. The condensed consolidated financial statements include the accounts of RumbleOn, Inc. and its subsidiaries, which are all wholly owned. In accordance with those rules and regulations, the Company has omitted certain information and notes required by GAAP for annual consolidated financial statements. In the opinion of management, these condensed consolidated financial statements contain all normal, recurring adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end 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, 2023 (the “2023 Form 10-K”). The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the entire fiscal year. Intercompany accounts and material intercompany transactions have been eliminated. Reclassifications Certain prior year amounts have been reclassified to conform to the current year's presentation. In particular, the financing lease obligation was reclassified from debt to other long-term liabilities on the consolidated balance sheet. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates are based on management's best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates. Adoption of New Accounting Standards Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) On January 1, 2024, the Company adopted ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity , using the modified retrospective method. As a result of this adoption, the Company de-recognized the remaining unamortized debt discount of $3.7 million on its 6.75% convertible secured senior notes and therefore no longer recognizes any amortization of such debt discount as interest expense. Upon adoption of ASU 2020-06, the Company reclassified the $3.7 million unamortized debt discount from additional paid-in-capital to long-term debt and also recorded a $9.8 million cumulative adjustment credit to retained earnings for amortization from the issuance date through January 1, 2024 with an offset to additional paid-in-capital. The impact of our adoption of this standard was $0.02 per share for the three months ended March 31, 2024, which reflected the reduction of non-cash interest expense. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. Recent Pronouncements Not Yet Adopted Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Issued in November 2023, ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for us for fiscal year 2024 and interim periods beginning in 2025, with early adoption permitted. We will adopt this standard beginning with our 2024 Annual Report on Form 10-K. We expect this ASU to only impact our disclosures, which will be made on a retrospective basis, with no impacts to our results of operations, cash flows and financial condition. Income Taxes (Topic 740): Improvements to Income Tax Disclosures Issued in December 2023, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , focuses on the rate reconciliation and income taxes paid. This ASU requires disclosure, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, the ASU requires disclosure of income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The new standard is effective for the Company for 2025, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The significant majority of the Company’s revenue is from contracts with customers. In the following tables, revenue is disaggregated by major lines of goods and services and timing of transfer of goods and services. We have determined that these categories depict how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors. ($ in millions) Three Months Ended March 31, 2024 2023 Revenue New vehicles $ 155.0 $ 156.4 Pre-owned vehicles 59.8 76.9 Total powersports vehicles 214.8 233.3 Parts, service and accessories 52.9 59.1 Finance and insurance, net 25.8 27.2 Vehicle transportation services 14.3 14.8 Total revenue $ 307.8 $ 334.4 Timing of revenue recognition Goods and services transferred at a point in time $ 275.7 $ 303.7 Good and services transferred over time 32.1 30.7 Total revenue $ 307.8 $ 334.4 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consisted of the following as of March 31, 2024 and December 31, 2023: ($ in millions) March 31, 2024 December 31, 2023 Term Loan Credit Agreement due August 2026 $ 226.0 $ 248.7 Convertible senior 6.75% promissory notes due January 2025 38.8 38.8 RumbleOn Finance line of credit (1) — 12.2 Fleet notes and other 2.0 2.1 Total principal amount 266.8 301.8 Less: unamortized debt issuance costs (2) (21.6) (27.5) Total long-term debt 245.2 274.3 Less: Current portion of long-term debt (39.2) (35.6) Long-term debt, net of current portion $ 206.0 $ 238.7 (1) Terminated after it was paid in full. (2) Amount at December 31, 2023 included $3.7 million of unamortized debt discount associated with the convertible senior 6.75% promissory notes that was derecognized in conjunction with the Company's adoption of ASU 2020-06 as of January 1, 2024. See Note 1. Vehicle floor plan notes payable as of March 31, 2024 and December 31, 2023 were as follows: ($ in millions) March 31, 2024 December 31, 2023 Floor plan notes payable - trade $ 91.2 $ 101.9 Floor plan notes payable - non-trade 209.0 189.4 Floor plan notes payable $ 300.2 $ 291.3 Term Loan Credit Agreement The Company has a term loan credit agreement (as amended, the “Credit Agreement”) among the Company, as borrower, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent. Other than certain interest that is payable in kind ("PIK") at the Company's option, no additional amounts are available to be borrowed under the Credit Agreement. Borrowings under the Credit Agreement bear interest at a rate per annum equal, at the Company’s option, to either (a) SOFR (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%, provided that an additional 0.5% of PIK interest will accrue through June 30, 2024. At the Company’s option, one percent (1.00%) of such interest may be payable in kind. The interest rate on March 31, 2024, was 14.19%, including the additional 0.5% of PIK interest. Obligations under the 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 Credit Agreement. During the quarter ended March 31, 2024, the Company repaid $23.0 million in principal under the Credit Agreement and incurred $10.4 million of interest expense, $2.2 million of which represented amortization of the debt discount and deferred financing costs, and $0.3 million that was paid in kind. Interest expense for the quarter ended March 31, 2023 was $12.9 million, including amortization of the debt discount and deferred financing costs of $1.6 million. The Company provided customary representations and covenants under the Credit Agreement, which include financial covenants and collateral performance covenants. The Company was in compliance with the covenants under the Credit Agreement as of March 31, 2024. Convertible Senior 6.75% Promissory Notes The Company incurred interest expense related to the convertible notes of $0.7 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively, including amortization of the debt discount of $0.7 million for the 2023 period. There was no such amortization in 2024. See Note 1 for discussion of the adoption of ASU 2020-06. RumbleOn Finance Line of Credit As disclosed in the consolidated financial statements in our 2023 10-K, on January 2, 2024, the Company repaid the entire balance due under this loan from cash proceeds from the 2023 sale of the loan portfolio held at RumbleOn Finance. This line of credit was then terminated. Vehicle Floor Plan Notes Payable Vehicle floor plan notes payable are classified as current liabilities. Floor plan notes payable (trade) reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, pre-owned powersports 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 pre-owned powersports 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 vehicle floor plan notes payable borrowings. New inventory costs are generally reduced by manufacturer holdbacks, incentives, floor plan assistance, and non-reimbursement-based manufacturer advertising rebates, while the related vehicle floor plan payables are reflective of the gross cost of the powersports vehicle. The vehicle floor plan payables will generally also be higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability. Vehicle floor plan facilities are due on demand, but in the case of new vehicle inventories, are generally paid within a few business days after the related vehicles are sold. New vehicle floor plan facilities generally utilize SOFR or ADB (Average Daily Balance)-based interest rates while pre-owned vehicle floor plan facilities are based on prime or SOFR. The aggregate capacity to finance our inventory under the new and pre-owned vehicle floor plan facilities as of March 31, 2024 was $449.5 million, of which $300.2 million was used. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The following table reflects the Company's stock-based compensation expense: ($ in millions) Three Months Ended March 31, 2024 2023 Restricted Stock Units $ 1.2 $ 2.9 Stock Options 0.2 — Total stock-based compensation $ 1.4 $ 2.9 On March 19, 2024, the Company made its annual grant with a total fair value of $2.3 million to eligible employees consisting of 238,577 time-based RSUs and 228,042 performance-based RSUs. The time-based RSU vest annually over a three-year period and were valued at the prior day's closing price of RMBL Class B Common Stock of $5.71 per share. The performance-based RSUs vest if and when certain target stock prices are reached and maintained for a minimum 30 trading days within three years from the grant date. The $3.91 average per-share fair value of the performance-based RSUs was determined using a Monte Carlo model. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recognized a tax benefit of $0.3 million for the three months ended March 31, 2024, representing an effective income tax rate of 2.8%. The difference between the U.S. federal income tax rate of 21.0% and the Company's overall income tax rate was primarily due to state income tax, the tax effect of non-deductible executive compensation and a change in the valuation allowance for federal and state tax purposes. The Company recognized a tax benefit of $1.6 million for the three months ended March 31, 2023, representing an effective income tax rate of 8.8%. The difference between the U.S. federal income tax rate of 21.0% and the Company’s overall income tax rate for the three months ended March 31, 2023 was primarily due to the tax effect of non-deductible executive compensation, non-deductible interest expense, and discrete tax impacts of stock compensation vesting in the quarter. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE The following common stock equivalents were anti-dilutive and were excluded from the calculations of loss per share for the respective periods: Three Months Ended March 31, 2024 2023 Unvested restricted stock units 787,415 1,323,598 Warrants to purchase shares of Class B Common Stock 1,212,121 1,228,652 Shares issuable in connection with 6.75% convertible senior notes 1,302,004 982,107 Vested stock options 801 2,340 Performance stock options 825,000 — |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table includes supplemental cash flow information, including noncash investing and financing activity for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, ($ in millions) 2024 2023 Cash paid for interest $ 14.7 $ 15.8 Cash paid for (refunds from) taxes (1.6) — Cash payments for operating leases 7.5 7.0 Right-of-use assets obtained in exchange for operating lease liabilities 4.8 2.8 Capital expenditures and technology development costs included in accounts payable and other current liabilities — 0.1 Capital expenditures included in debt — 0.5 The following table shows the cash and restricted cash balances for the Statements of Cash Flows: (S in millions) March 31, 2024 December 31, 2023 March 31, 2023 Cash $ 50.3 $ 58.9 $ 51.8 Restricted cash (1) 13.1 18.1 10.0 Total cash, cash equivalents, and restricted cash $ 63.4 $ 77.0 $ 61.8 (1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company's various floor plan lines of credit. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS Leases The Company has operating leases from related parties for 25 properties consisting of dealerships and offices, one of which contains an option to purchase a property at or above its fair market value subject to the terms of the lease. Each of these related-party leases is with a wholly owned subsidiary of the Company as the tenant and an entity controlled by William Coulter and/or Mark Tkach, as the landlord. Mr. Coulter and Mr. Tkach are directors and former executive officers of the Company. These leases have an initial 20-year term and contain annual 2% increases on base rent. Rent expense associated with these related-party operating leases was $4.7 million and $4.6 million during the three months ended March 31, 2024 and 2023, respectively, and is included in selling, general and administrative expenses in the consolidated statements of operations. The following table provides the amounts for related party leases that are included on the balance sheets: ($ in millions) March 31, 2024 December 31, 2023 Right-of-use assets $ 111.9 $ 108.5 Current portion of operating lease liabilities (1) 14.3 14.2 Long-term portion of operating lease liabilities 99.6 96.2 (1) Included in accounts payable and other current liabilities. Employment of Immediate Family Members |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION ($ in millions) Powersports Vehicle Transportation Services Eliminations (1) Total Three Months Ended March 31, 2024 Revenue from external customers $ 293.5 $ 14.3 $ — $ 307.8 Operating income (loss) 3.8 1.4 — 5.2 Depreciation and amortization 3.5 — — 3.5 Interest expense (2) 16.1 — — 16.1 Three Months Ended March 31, 2023 Revenue from external customers 319.6 14.8 — 334.4 Revenue from other operating segments (1) — 0.2 (0.2) — Operating income (loss) (2.1) 1.4 — (0.7) Depreciation and amortization 4.7 — — 4.7 Interest expense (2) 17.6 — — 17.6 Total Assets by Segment March 31, 2024 1,697.3 4.8 (803.4) 898.7 December 31, 2023 1,766.3 4.0 (844.0) 926.3 (1) Primarily revenue from the automotive segment, which is reported as discontinued operations. (2) Includes floor plan interest and other interest expense. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, as of March 31, 2024, the Company does not believe that the ultimate resolution of any legal actions, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, liquidity, and capital resources. Future litigation may be necessary to defend the Company by determining the scope, enforceability and validity of third-party proprietary rights or to establish its own proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. As previously disclosed, the Company is conducting an investigation of certain allegations surrounding Marshall Chesrown’s use of Company resources. The investigation remains ongoing and as of the date of this filing, the Company has made no final determination as to what action to take. On July 7, 2023, Mr. Chesrown provided the Board a letter of resignation (the “Resignation Letter”) describing Mr. Chesrown’s disagreement with several recent corporate governance, disclosure and other actions taken by the Company, the Board and certain of its members, and indicated his intent to pursue legal claims. The Company disagrees with the characterization of the allegations and assertions described in the Resignation Letter. The Company and Mr. Chesrown conducted a pre-suit mediation in October 2023, as required in his employment agreement, but did not resolve the matter. On March 13, 2024, Mr. Chesrown filed suit against the Company in Delaware Superior Court for the claims asserted in his Resignation Letter. Mr. Chesrown is seeking a declaratory judgment that he resigned with good reason, termination compensation damages in the amount of $7.5 million, general and reputational damages in the amount of $50 million, punitive damages, attorney's fees and litigation costs. We intend to defend these claims vigorously; however, we can provide no assurance regarding the outcome of this matter. Letters of Credit |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (10.3) | $ (16.9) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 (“GAAP”) for interim information and with the instructions on Form 10-Q and Rule 8-03 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for smaller reporting companies. The condensed consolidated financial statements include the accounts of RumbleOn, Inc. and its subsidiaries, which are all wholly owned. In accordance with those rules and regulations, the Company has omitted certain information and notes required by GAAP for annual consolidated financial statements. In the opinion of management, these condensed consolidated financial statements contain all normal, recurring adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end 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, 2023 (the “2023 Form 10-K”). The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the entire fiscal year. Intercompany accounts and material intercompany transactions have been eliminated. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year's presentation. In particular, the financing lease obligation was reclassified from debt to other long-term liabilities on the consolidated balance sheet. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates are based on management's best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As |
Adoption of New Accounting Standards and Recent Pronouncements Not Yet Adopted | Adoption of New Accounting Standards Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) On January 1, 2024, the Company adopted ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity , using the modified retrospective method. As a result of this adoption, the Company de-recognized the remaining unamortized debt discount of $3.7 million on its 6.75% convertible secured senior notes and therefore no longer recognizes any amortization of such debt discount as interest expense. Upon adoption of ASU 2020-06, the Company reclassified the $3.7 million unamortized debt discount from additional paid-in-capital to long-term debt and also recorded a $9.8 million cumulative adjustment credit to retained earnings for amortization from the issuance date through January 1, 2024 with an offset to additional paid-in-capital. The impact of our adoption of this standard was $0.02 per share for the three months ended March 31, 2024, which reflected the reduction of non-cash interest expense. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. Recent Pronouncements Not Yet Adopted Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Issued in November 2023, ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for us for fiscal year 2024 and interim periods beginning in 2025, with early adoption permitted. We will adopt this standard beginning with our 2024 Annual Report on Form 10-K. We expect this ASU to only impact our disclosures, which will be made on a retrospective basis, with no impacts to our results of operations, cash flows and financial condition. Income Taxes (Topic 740): Improvements to Income Tax Disclosures Issued in December 2023, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , focuses on the rate reconciliation and income taxes paid. This ASU requires disclosure, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, the ASU requires disclosure of income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The new standard is effective for the Company for 2025, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | In the following tables, revenue is disaggregated by major lines of goods and services and timing of transfer of goods and services. We have determined that these categories depict how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors. ($ in millions) Three Months Ended March 31, 2024 2023 Revenue New vehicles $ 155.0 $ 156.4 Pre-owned vehicles 59.8 76.9 Total powersports vehicles 214.8 233.3 Parts, service and accessories 52.9 59.1 Finance and insurance, net 25.8 27.2 Vehicle transportation services 14.3 14.8 Total revenue $ 307.8 $ 334.4 Timing of revenue recognition Goods and services transferred at a point in time $ 275.7 $ 303.7 Good and services transferred over time 32.1 30.7 Total revenue $ 307.8 $ 334.4 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consisted of the following as of March 31, 2024 and December 31, 2023: ($ in millions) March 31, 2024 December 31, 2023 Term Loan Credit Agreement due August 2026 $ 226.0 $ 248.7 Convertible senior 6.75% promissory notes due January 2025 38.8 38.8 RumbleOn Finance line of credit (1) — 12.2 Fleet notes and other 2.0 2.1 Total principal amount 266.8 301.8 Less: unamortized debt issuance costs (2) (21.6) (27.5) Total long-term debt 245.2 274.3 Less: Current portion of long-term debt (39.2) (35.6) Long-term debt, net of current portion $ 206.0 $ 238.7 (1) Terminated after it was paid in full. (2) Amount at December 31, 2023 included $3.7 million of unamortized debt discount associated with the convertible senior 6.75% promissory notes that was derecognized in conjunction with the Company's adoption of ASU 2020-06 as of January 1, 2024. See Note 1. Vehicle floor plan notes payable as of March 31, 2024 and December 31, 2023 were as follows: ($ in millions) March 31, 2024 December 31, 2023 Floor plan notes payable - trade $ 91.2 $ 101.9 Floor plan notes payable - non-trade 209.0 189.4 Floor plan notes payable $ 300.2 $ 291.3 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table reflects the Company's stock-based compensation expense: ($ in millions) Three Months Ended March 31, 2024 2023 Restricted Stock Units $ 1.2 $ 2.9 Stock Options 0.2 — Total stock-based compensation $ 1.4 $ 2.9 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common stock equivalents were anti-dilutive and were excluded from the calculations of loss per share for the respective periods: Three Months Ended March 31, 2024 2023 Unvested restricted stock units 787,415 1,323,598 Warrants to purchase shares of Class B Common Stock 1,212,121 1,228,652 Shares issuable in connection with 6.75% convertible senior notes 1,302,004 982,107 Vested stock options 801 2,340 Performance stock options 825,000 — |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023: Three Months Ended March 31, ($ in millions) 2024 2023 Cash paid for interest $ 14.7 $ 15.8 Cash paid for (refunds from) taxes (1.6) — Cash payments for operating leases 7.5 7.0 Right-of-use assets obtained in exchange for operating lease liabilities 4.8 2.8 Capital expenditures and technology development costs included in accounts payable and other current liabilities — 0.1 Capital expenditures included in debt — 0.5 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table shows the cash and restricted cash balances for the Statements of Cash Flows: (S in millions) March 31, 2024 December 31, 2023 March 31, 2023 Cash $ 50.3 $ 58.9 $ 51.8 Restricted cash (1) 13.1 18.1 10.0 Total cash, cash equivalents, and restricted cash $ 63.4 $ 77.0 $ 61.8 (1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company's various floor plan lines of credit. |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Leases Balance Sheets | The following table provides the amounts for related party leases that are included on the balance sheets: ($ in millions) March 31, 2024 December 31, 2023 Right-of-use assets $ 111.9 $ 108.5 Current portion of operating lease liabilities (1) 14.3 14.2 Long-term portion of operating lease liabilities 99.6 96.2 (1) Included in accounts payable and other current liabilities. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | ($ in millions) Powersports Vehicle Transportation Services Eliminations (1) Total Three Months Ended March 31, 2024 Revenue from external customers $ 293.5 $ 14.3 $ — $ 307.8 Operating income (loss) 3.8 1.4 — 5.2 Depreciation and amortization 3.5 — — 3.5 Interest expense (2) 16.1 — — 16.1 Three Months Ended March 31, 2023 Revenue from external customers 319.6 14.8 — 334.4 Revenue from other operating segments (1) — 0.2 (0.2) — Operating income (loss) (2.1) 1.4 — (0.7) Depreciation and amortization 4.7 — — 4.7 Interest expense (2) 17.6 — — 17.6 Total Assets by Segment March 31, 2024 1,697.3 4.8 (803.4) 898.7 December 31, 2023 1,766.3 4.0 (844.0) 926.3 (1) Primarily revenue from the automotive segment, which is reported as discontinued operations. (2) Includes floor plan interest and other interest expense. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 USD ($) segment store $ / shares | Mar. 31, 2023 $ / shares | Jan. 01, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 2 | |||
Number of retail locations | store | 54 | |||
Long-term debt, net of current maturities | $ 206 | $ 238.7 | ||
Additional paid-in capital | 688.6 | 701 | ||
Accumulated deficit | $ (591.6) | $ (591.1) | ||
Loss from continuing operations per share - basic (in dollars per share) | $ / shares | $ (0.29) | $ (1.04) | ||
Loss from continuing operations per share - diluted (in dollars per share) | $ / shares | $ (0.29) | $ (1.04) | ||
Convertible senior 6.75% promissory notes due January 2025 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Interest rate | 6.75% | 6.75% | 6.75% | |
Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt, net of current maturities | $ 3.7 | |||
Additional paid-in capital | (3.7) | |||
Accumulated deficit | 9.8 | |||
Loss from continuing operations per share - basic (in dollars per share) | $ / shares | $ 0.02 | |||
Loss from continuing operations per share - diluted (in dollars per share) | $ / shares | $ 0.02 | |||
Cumulative Effect, Period of Adoption, Adjustment | Convertible senior 6.75% promissory notes due January 2025 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Reversal of unamortized debt discount | $ 3.7 | $ 3.7 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 307.8 | $ 334.4 |
Goods and services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 275.7 | 303.7 |
Good and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 32.1 | 30.7 |
Powersports vehicles | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 214.8 | 233.3 |
New vehicles | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 155 | 156.4 |
Pre-owned vehicles | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 59.8 | 76.9 |
Parts, service and accessories | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 52.9 | 59.1 |
Finance and insurance, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 25.8 | 27.2 |
Vehicle transportation services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 14.3 | $ 14.8 |
DEBT - Schedule Long-term Debt
DEBT - Schedule Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Total principal amount | $ 266.8 | $ 301.8 | |
Less: unamortized debt issuance costs | (21.6) | (27.5) | |
Total debt payments | 245.2 | 274.3 | |
Less: Current portion of long-term debt | (39.2) | (35.6) | |
Long-term debt, net of current portion | 206 | 238.7 | |
Term Loan Credit Agreement due August 2026 | |||
Debt Instrument [Line Items] | |||
Total principal amount | 226 | 248.7 | |
Convertible senior 6.75% promissory notes due January 2025 | |||
Debt Instrument [Line Items] | |||
Total principal amount | $ 38.8 | $ 38.8 | |
Interest rate | 6.75% | 6.75% | 6.75% |
Convertible senior 6.75% promissory notes due January 2025 | Cumulative Effect, Period of Adoption, Adjustment | |||
Debt Instrument [Line Items] | |||
Reversal of unamortized debt discount | $ 3.7 | $ 3.7 | |
RumbleOn Finance line of credit | |||
Debt Instrument [Line Items] | |||
Total principal amount | $ 0 | 12.2 | |
Fleet notes and other | |||
Debt Instrument [Line Items] | |||
Total principal amount | $ 2 | $ 2.1 |
DEBT - Schedule Floor Plan Note
DEBT - Schedule Floor Plan Notes Payable (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Floor plan notes payable | $ 300.2 | $ 291.3 |
Floor plan notes payable - trade | ||
Debt Instrument [Line Items] | ||
Floor plan notes payable | 91.2 | 101.9 |
Floor plan notes payable - non-trade | ||
Debt Instrument [Line Items] | ||
Floor plan notes payable | $ 209 | $ 189.4 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Aug. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Jan. 01, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 2.2 | $ 2.3 | |||
Notes payable | $ 300.2 | $ 291.3 | |||
Term Loan Credit Agreement due August 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest accrued, percentage | 0.50% | ||||
Paid-in-kind interest percent | 1% | ||||
Additional paid-in-kind interest percent | 0.50% | ||||
Repayments of lines of credit | $ 23 | ||||
Interest expense, debt | 10.4 | 12.9 | |||
Amortization of debt issuance costs | 2.2 | 1.6 | |||
Paid-in-kind interest | $ 0.3 | ||||
Term Loan Credit Agreement due August 2026 | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 1% | ||||
Term Loan Credit Agreement due August 2026 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate | 14.19% | ||||
Term Loan Credit Agreement due August 2026 | Base Rate | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 8.25% | ||||
Term Loan Credit Agreement due August 2026 | Base Rate | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 7.25% | ||||
Convertible senior 6.75% promissory notes due January 2025 | |||||
Debt Instrument [Line Items] | |||||
Interest expense, debt | $ 0.7 | 1.4 | |||
Interest rate | 6.75% | 6.75% | 6.75% | ||
Amortization of debt issuance costs | $ 0 | $ 0.7 | |||
Floor Plan Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Line of credit, maximum borrowing capacity | 449.5 | ||||
JPM Credit Line | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, current borrowing capacity | $ 47.5 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Restricted Stock Units | $ 1.2 | $ 2.9 |
Stock Options | 0.2 | 0 |
Total stock-based compensation | $ 1.4 | $ 2.9 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | Mar. 19, 2024 USD ($) day $ / shares shares | Mar. 18, 2024 $ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual grant date fair value | $ | $ 2.3 | |
Class B | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ / shares | $ 5.71 | |
Time-Based Restricted Stock Units (RSU) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | shares | 238,577 | |
Award vesting period | 3 years | |
Performance-Based Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | shares | 228,042 | |
Vesting minimum trading days | day | 30 | |
Award vesting period | 3 years | |
Share based compensation exercise price range (in dollar per share) | $ / shares | $ 3.91 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 0.3 | $ 1.6 |
Effective income tax rate | 2.80% | 8.80% |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - shares | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 01, 2024 | Dec. 31, 2023 | |
Convertible senior 6.75% promissory notes due January 2025 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Interest rate | 6.75% | 6.75% | 6.75% | |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 787,415 | 1,323,598 | ||
Warrants to purchase shares of Class B Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,212,121 | 1,228,652 | ||
Shares issuable in connection with 6.75% convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,302,004 | 982,107 | ||
Vested stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 801 | 2,340 | ||
Performance stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 825,000 | 0 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 14.7 | $ 15.8 |
Cash paid for (refunds from) taxes | (1.6) | 0 |
Cash payments for operating leases | 7.5 | 7 |
Right-of-use assets obtained in exchange for operating lease liabilities | 4.8 | 2.8 |
Capital expenditures and technology development costs included in accounts payable and other current liabilities | 0 | 0.1 |
Capital expenditures included in debt | $ 0 | $ 0.5 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Supplemental Cash Flow Information [Abstract] | |||
Cash | $ 50.3 | $ 58.9 | $ 51.8 |
Restricted cash | 13.1 | 18.1 | 10 |
Total cash, cash equivalents, and restricted cash | $ 63.4 | $ 77 | $ 61.8 |
RELATED-PARTY TRANSACTIONS - Na
RELATED-PARTY TRANSACTIONS - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) familyMember lease | Mar. 31, 2023 USD ($) | |
Related Party | ||
Related Party Transaction [Line Items] | ||
Number of leases | lease | 25 | |
Operating lease term | 20 years | |
Operating lease, increase in rent, percent | 2% | |
Operating lease expense | $ | $ 4.7 | $ 4.6 |
Related Party | Option to Purchase Property at or Above Fair Market Value | ||
Related Party Transaction [Line Items] | ||
Number of leases | lease | 1 | |
Immediate Family Member of Management or Principal Owner | ||
Related Party Transaction [Line Items] | ||
Number of immediate family members | 2 | |
Number of immediate family members as salary employee | 1 | |
Number of immediate family members employed as commissioned sales representative | 1 |
RELATED-PARTY TRANSACTIONS - Sc
RELATED-PARTY TRANSACTIONS - Schedule of Related Party Leases Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Right-of-use assets | $ 165.4 | $ 163.9 |
Long-term portion of operating lease liabilities | 136.4 | 134.1 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Right-of-use assets | 111.9 | 108.5 |
Current portion of operating lease liabilities | 14.3 | 14.2 |
Long-term portion of operating lease liabilities | $ 99.6 | $ 96.2 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 307.8 | $ 334.4 | |
Operating income (loss) | 5.2 | (0.7) | |
Depreciation and amortization | 3.5 | 4.7 | |
Interest expense | 16.1 | 17.6 | |
Total assets | 898.7 | $ 926.3 | |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenue | (0.2) | ||
Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Operating income (loss) | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Interest expense | 0 | 0 | |
Total assets | (803.4) | (844) | |
Powersports vehicles | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 293.5 | 319.6 | |
Operating income (loss) | 3.8 | (2.1) | |
Depreciation and amortization | 3.5 | 4.7 | |
Interest expense | 16.1 | 17.6 | |
Total assets | 1,697.3 | 1,766.3 | |
Powersports vehicles | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | ||
Vehicle transportation services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 14.3 | 14.8 | |
Operating income (loss) | 1.4 | 1.4 | |
Depreciation and amortization | 0 | 0 | |
Interest expense | 0 | 0 | |
Total assets | $ 4.8 | $ 4 | |
Vehicle transportation services | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ (0.2) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency, termination compensation damages | $ 7.5 |
Loss contingency, general and reputational damages | 50 |
Outstanding letters of credit | $ 10.5 |