Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 30, 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 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, $0.001 par value | |
Trading Symbol | RMBL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001596961 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Class B | ||
Entity Common Stock, Shares Outstanding | 35,272,485 | |
Class A | ||
Entity Common Stock, Shares Outstanding | 50,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 58.1 | $ 58.9 |
Restricted cash | 13 | 18.1 |
Accounts receivable, net | 35.4 | 50.3 |
Inventory, net | 347.6 | 347.5 |
Prepaid expense and other current assets | 2.6 | 6 |
Total current assets | 456.7 | 480.8 |
Property and equipment, net | 73.4 | 76.8 |
Right-of-use assets | 162.8 | 163.9 |
Franchise rights and other intangible assets | 201.6 | 203.3 |
Other assets | 1.5 | 1.5 |
Total assets | 896 | 926.3 |
Current liabilities: | ||
Accounts payable and other current liabilities | 73.2 | 68.1 |
Vehicle floor plan notes payable | 295.4 | 291.3 |
Current portion of long-term debt | 39.2 | 35.6 |
Total current liabilities | 407.8 | 395 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 208.5 | 238.7 |
Operating lease liabilities | 134.1 | 134.1 |
Other long-term liabilities, including finance lease obligation | 52.2 | 52.9 |
Total long-term liabilities | 394.8 | 425.7 |
Total liabilities | 802.6 | 820.7 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 690 | 701 |
Accumulated deficit | (592.3) | (591.1) |
Class B common stock in treasury, at cost | (4.3) | (4.3) |
Total stockholders' equity | 93.4 | 105.6 |
Total liabilities and stockholders' equity | 896 | 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 | Jun. 30, 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 authorized (in shares) | 50,000 | 50,000 |
Common stock, issued (in shares) | 50,000 | 50,000 |
Common stock, outstanding (in shares) | 50,000 | 50,000 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 35,226,730 | 35,071,955 |
Common stock, outstanding (in shares) | 35,226,730 | 35,071,955 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue | $ 336.8 | $ 382.7 | $ 644.6 | $ 717.1 |
Total cost of revenue | 246.9 | 276.3 | 472.1 | 520.4 |
Gross profit | 89.9 | 106.4 | 172.5 | 196.7 |
Selling, general and administrative | 71.4 | 100.3 | 145.3 | 186.6 |
Depreciation and amortization | 3.1 | 5.3 | 6.6 | 10 |
Operating income | 15.4 | 0.8 | 20.6 | 0.1 |
Other income (expense): | ||||
Floor plan interest expense | (4.3) | (3.4) | (8.3) | (5.9) |
Other interest expense | (11.9) | (14.9) | (24) | (30) |
Other income | 0 | 0.1 | 0.3 | 0.1 |
Total other expense | (16.2) | (18.2) | (32) | (35.8) |
Loss from continuing operations before income taxes | (0.8) | (17.4) | (11.4) | (35.7) |
Income tax benefit | (0.1) | (4.6) | (0.4) | (6.2) |
Loss from continuing operations | (0.7) | (12.8) | (11) | (29.5) |
Loss from discontinued operations | 0 | (0.8) | 0 | (1) |
Net loss | $ (0.7) | $ (13.6) | $ (11) | $ (30.5) |
Weighted average shares - basic (in shares) | 35,212,103 | 16,462,079 | 35,172,759 | 16,343,758 |
Weighted average shares - diluted (in shares) | 35,212,103 | 16,462,079 | 35,172,759 | 16,343,758 |
Loss from continuing operations per share – basic (in dollars per share) | $ (0.02) | $ (0.78) | $ (0.31) | $ (1.81) |
Loss from continuing operations per share – diluted (in dollars per share) | (0.02) | (0.78) | (0.31) | (1.81) |
Loss from discontinued operations per share – basic (in dollars per share) | 0 | (0.05) | 0 | (0.06) |
Loss from discontinued operations per share diluted – (in dollars per share) | 0 | (0.05) | 0 | (0.06) |
Net loss per share — basic (in dollars per share) | (0.02) | (0.83) | (0.31) | (1.87) |
Net loss per share — diluted (in dollars per share) | $ (0.02) | $ (0.83) | $ (0.31) | $ (1.87) |
Powersports vehicles | ||||
Revenue: | ||||
Total revenue | $ 235 | $ 269.7 | $ 449.8 | $ 503 |
Total cost of revenue | 204.1 | 230.3 | 389.2 | 431.3 |
Parts, service and accessories | ||||
Revenue: | ||||
Total revenue | 56.9 | 65.4 | 109.8 | 124.5 |
Total cost of revenue | 30.7 | 35 | 60 | 66.8 |
Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | 29.7 | 33.2 | 55.5 | 60.4 |
Vehicle transportation services | ||||
Revenue: | ||||
Total revenue | 15.2 | 14.4 | 29.5 | 29.2 |
Total cost of revenue | $ 12.1 | $ 11 | $ 22.9 | $ 22.3 |
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) | 381,125 | ||||||||||
Stock-based compensation | 7.8 | 7.8 | |||||||||
Tax withholding for vesting of RSUs | (0.7) | (0.7) | |||||||||
Net loss | (30.5) | (30.5) | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 50,000 | 16,565,389 | |||||||||
Ending balance, amount at Jun. 30, 2023 | 182.6 | 593 | (406.1) | $ (4.3) | |||||||
Ending balance, treasury (in shares) at Jun. 30, 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] | ||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 50,000 | 16,295,735 | |||||||||
Beginning balance, amount at Mar. 31, 2023 | $ 192 | 588.8 | (392.5) | $ (4.3) | |||||||
Beginning balance, treasury (in shares) at Mar. 31, 2023 | 123,089 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation (in shares) | 269,654 | ||||||||||
Stock-based compensation | 4.9 | 4.9 | |||||||||
Tax withholding for vesting of RSUs | (0.7) | (0.7) | |||||||||
Net loss | (13.6) | (13.6) | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 50,000 | 16,565,389 | |||||||||
Ending balance, amount at Jun. 30, 2023 | 182.6 | 593 | (406.1) | $ (4.3) | |||||||
Ending balance, treasury (in shares) at Jun. 30, 2023 | 123,089 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 50,000 | 35,071,955 | 50,000 | 35,071,955 | |||||||
Beginning balance, amount at Dec. 31, 2023 | $ 105.6 | $ (3.7) | 701 | $ (13.5) | (591.1) | $ 9.8 | $ (4.3) | ||||
Beginning balance, treasury (in shares) at Dec. 31, 2023 | 123,089 | 123,089 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation (in shares) | 154,775 | ||||||||||
Stock-based compensation | $ 2.8 | 2.8 | |||||||||
Other | (0.3) | (0.3) | |||||||||
Net loss | (11) | (11) | |||||||||
Ending balance (in shares) at Jun. 30, 2024 | 50,000 | 35,226,730 | 50,000 | 35,226,730 | |||||||
Ending balance, amount at Jun. 30, 2024 | $ 93.4 | 690 | (592.3) | $ (4.3) | |||||||
Ending balance, treasury (in shares) at Jun. 30, 2024 | 123,089 | 123,089 | |||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 50,000 | 35,153,241 | |||||||||
Beginning balance, amount at Mar. 31, 2024 | $ 92.7 | 688.6 | (591.6) | $ (4.3) | |||||||
Beginning balance, treasury (in shares) at Mar. 31, 2024 | 123,089 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation (in shares) | 73,489 | ||||||||||
Stock-based compensation | 1.4 | 1.4 | |||||||||
Net loss | (0.7) | (0.7) | |||||||||
Ending balance (in shares) at Jun. 30, 2024 | 50,000 | 35,226,730 | 50,000 | 35,226,730 | |||||||
Ending balance, amount at Jun. 30, 2024 | $ 93.4 | $ 690 | $ (592.3) | $ (4.3) | |||||||
Ending balance, treasury (in shares) at Jun. 30, 2024 | 123,089 | 123,089 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (11) | $ (30.5) |
Less: Loss from discontinued operations | 0 | (1) |
Loss from continuing operations | (11) | (29.5) |
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 6.6 | 10 |
Amortization of debt issuance costs | 4.4 | 4.8 |
Stock-based compensation | 2.8 | 7.8 |
Deferred taxes | (0.4) | (6.5) |
Interest paid-in-kind capitalized to debt principal | 0.6 | 0 |
Gain on partial termination of warehouse lease | (0.9) | 0 |
Valuation allowance charge for loans receivable held for sale | 0 | 6.2 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 14.9 | (6.8) |
Inventory | (0.1) | 3.1 |
Prepaid expenses and other assets | 3.4 | 0.3 |
Other liabilities | 1.9 | 4 |
Accounts payable and accrued liabilities | 5 | 2.1 |
Floor plan trade note borrowings | 2 | (1.1) |
Net cash provided by (used in) operating activities | 29.2 | (5.6) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions, net of cash received | 0 | (3.3) |
Purchase of property and equipment | (1) | (6) |
Technology development | (0.4) | (1.1) |
Net cash used in investing activities | (1.4) | (10.4) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of debt | (35.5) | (8.4) |
Net increase (decrease) in borrowings from non-trade floor plans | 2.1 | 25.2 |
Shares redeemed for employee tax obligations | 0 | (0.7) |
Other financing | (0.3) | 0 |
Net cash provided by (used in) financing activities | (33.7) | 16.1 |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net cash provided by operating activities | 0 | 3.7 |
Net cash used in financing activities | 0 | (5.3) |
Net cash used in discontinued operations | 0 | (1.6) |
NET CHANGE IN CASH AND RESTRICTED CASH | (5.9) | (1.5) |
Cash and restricted cash at beginning of period | 77 | 58.6 |
Cash and restricted cash at end of period | $ 71.1 | $ 57.1 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 June 30, 2024, we operated 55 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 and six months ended June 30, 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 derecognized 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 approximately $0.05 per share for the six months ended June 30, 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 the Company 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, and we expect only an impact to our disclosures, which will be made on a retrospective basis, with no impact to our results of operations, cash flows or 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 | 6 Months Ended |
Jun. 30, 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. Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2024 2023 2024 2023 Revenue New vehicles $ 175.8 $ 185.5 $ 330.8 $ 341.9 Pre-owned vehicles 59.2 84.2 119.0 161.1 Total powersports vehicles 235.0 269.7 449.8 503.0 Parts, service and accessories 56.9 65.4 109.8 124.5 Finance and insurance, net 29.7 33.2 55.5 60.4 Vehicle transportation services 15.2 14.4 29.5 29.2 Total revenue $ 336.8 $ 382.7 $ 644.6 $ 717.1 Timing of revenue recognition Goods and services transferred at a point in time $ 300.1 $ 343.1 574.1 639.3 Goods and services transferred over time 36.7 39.6 70.5 77.8 Total revenue $ 336.8 $ 382.7 $ 644.6 $ 717.1 |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET Accounts receivable consisted of the following: ($ in millions) June 30, 2024 December 31, 2023 Contracts in transit $ 17.1 $ 16.0 Trade receivables 11.0 9.8 Factory receivables (1) 7.9 9.6 Receivable from the sale of the ROF loan portfolio (2) — 15.4 36.0 50.8 Less: allowance for doubtful accounts 0.6 0.5 $ 35.4 $ 50.3 (1) Primarily amounts due from manufacturers for holdbacks, rebates, co-op advertising, warranty and supplies returns. (2) Represents the selling price for the RumbleOn Finance loan portfolio that was sold in the fourth quarter of 2023 but settled in January 2024. The loans in the portfolio were originated in connection with certain sales of the Company’s inventory. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consisted of the following as of June 30, 2024 and December 31, 2023: ($ in millions) June 30, 2024 December 31, 2023 Term Loan Credit Agreement due August 2026 $ 226.3 $ 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 2.1 2.1 Total principal amount 267.2 301.8 Less: unamortized debt issuance costs (2) (19.5) (27.5) Total long-term debt 247.7 274.3 Less: Current portion of long-term debt (39.2) (35.6) Long-term debt, net of current portion $ 208.5 $ 238.7 (1) Terminated after it was paid in full from the proceeds of the sale of the RumbleOn Finance loan portfolio in January 2024. (2) Amount at December 31, 2023 included $3.7 million of unamortized debt discount associated with the convertible senior 6.75% promissory notes that was derecognized in conjunction with the Company's adoption of ASU 2020-06 as of January 1, 2024. See Note 1. Vehicle floor plan notes payable as of June 30, 2024 and December 31, 2023 were as follows: ($ in millions) June 30, 2024 December 31, 2023 Floor plan notes payable - trade $ 103.9 $ 101.9 Floor plan notes payable - non-trade 191.5 189.4 Floor plan notes payable $ 295.4 $ 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 (“Oaktree”). 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 Amendment No. 8 (as defined below) extended the additional 0.5% of interest that was put in place as part of Amendment No. 5 through March 31, 2025. At the Company’s option, up to 1.50% of interest, including the 0.5% of additional interest, may be payable in kind. The interest rate on June 30, 2024, was 14.34%, including the additional 0.5% of interest that the Company has elected to pay in kind. 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 six months ended June 30, 2024, the Company repaid $23.0 million in principal under the Credit Agreement. The Company provided customary representations and covenants under the Credit Agreement, which include financial covenants and collateral performance covenants. At June 30, 2024, the Company was not in compliance with certain leverage ratio financial covenants under the Credit Agreement as of such date. On August 6, 2024, the Company, the Subsidiary Guarantors party thereto, Oaktree and the lenders party thereto executed Amendment No. 8 to the Credit Agreement (“Amendment No. 8”), pursuant to which, among other things: (i) the leverage ratios were revised and made less restrictive through December 31, 2024, (ii) the level of liquidity required by the minimum liquidity covenant was increased from $25.0 million to $30.0 million starting June 30, 2024 and continuing through the maturity of the term loan, and (iii) a compliance certificate is required to be submitted affirming compliance with the then effective leverage and liquidity tests upon any full or partial cash settlement of the convertible senior 6.75% promissory notes due January 1, 2025. Amendment No. 8 was made effective as of June 30, 2024, and the lenders agreed in Amendment No. 8 that no event of default exists or arises from such financial covenants as of such date. The Company agreed to pay a one-time fee of 0.5% of the loan amount in cash, and the additional 0.5% of interest was extended through March 31, 2025. Based on the amended terms of the Credit Agreement, the Company believes that it will be in compliance with all covenants under the Credit Agreement, as amended by Amendment No. 8, for the next one year period. As of June 30, 2024, the Company has classified obligations under the Credit Agreement as non-current liabilities. 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 June 30, 2024 was $438.5 million, of which $295.4 million was used. The Company has a Floor Plan Line with J.P. Morgan (the “JPM Credit Line”) that had an advance limit of $47.5 million, of which $13.2 million was used at June 30, 2024. At June 30, 2024, the Company was not in compliance with the “Minimum EBITDA” financial covenant as of such date. On August 6, 2024, the JPM Credit Line was amended to relax the applicable financial covenants for the remainder of its term and the term was extended from October 25, 2024 to December 31, 2024. The Company paid approximately $1.2 million of the outstanding balance of the JPM Credit Line, and terms of the credit line were revised to reduce the commitment level to $12.0 million initially, to provide for further reductions through the revised maturity date, and to reduce the advance rate of incremental floored units from 75% to 65% of cost. Based on the amended terms of the JPM Credit Line, the Company believes that it will be in compliance with all such terms, as amended, for the remaining duration of the JPM Credit Line. The following table sets forth the Company’s interest expense: Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2024 2023 2024 2023 Floor plan interest expense $ 4.3 $ 3.4 $ 8.3 $ 5.9 Other interest expense: Interest expense on term loan $ 10.6 $ 13.4 $ 21.0 $ 26.3 Interest expense on convertible debt 0.7 1.4 1.3 2.8 Interest on finance lease obligation (1) 1.1 — 2.3 — Other interest expense (income), net $ (0.5) $ 0.1 $ (0.6) $ 0.9 Total other interest expense $ 11.9 $ 14.9 $ 24.0 $ 30.0 Total interest expense $ 16.2 $ 18.3 $ 32.3 $ 35.9 (1) Finance lease obligation is reported in other long-term liabilities on our consolidated balance sheets. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The following table reflects the Company's stock-based compensation expense: Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2024 2023 2024 2023 Restricted Stock Units $ 1.2 $ 4.9 $ 2.4 $ 7.8 Stock Options 0.2 — 0.4 — Total stock-based compensation $ 1.4 $ 4.9 $ 2.8 $ 7.8 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 restricted stock units (“RSUs”) and 228,042 performance-based restricted stock units (“PSUs”). The RSUs 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 PSUs 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 PSUs was determined using a Monte Carlo model. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recognized tax benefits of $0.1 million and $0.4 million for the three and six months ended June 30, 2024, respectively, representing effective income tax rates of 12.5% and 3.5%, respectively. 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 and a change in the valuation allowance for federal and state tax purposes. The Company recognized tax benefits of $4.6 million and $6.2 million for the three and six months ended June 30, 2023, representing effective income tax rates of 26.3% and 17.2%, respectively. The difference between the U.S. federal income tax rate of 21.0% and the Company’s overall income tax rate for both periods in 2023 was primarily due to the tax effect of non-deductible executive compensation, non-deductible interest expense, and discrete tax impacts of stock compensation vesting in the quarter and first half of 2023. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE The following common stock equivalents were outstanding as of June 30, and they were excluded from the calculations of loss per share because they were anti-dilutive or because their market condition had not been met: 2024 2023 Unvested RSUs 378,408 951,600 Unvested PSUs 185,073 — Warrants to purchase shares of Class B Common Stock 1,212,121 1,526 (1) Shares issuable in connection with 6.75% convertible senior notes 1,302,000 982,107 Vested stock options 537 2,340 Performance stock options 825,000 — (1) Warrants issued as financing costs in 2021 to purchase 1,212,121 shares of Class B Common Stock in conjunction with the acquisition of the RideNow business expired on February 28, 2023. In addition, warrants issued to underwriters in 2017 and in 2018 to purchase 10,913 and 4,091 shares of Class B Common Stock, respectively, expired in April 2023. These common stock equivalents were anti-dilutive for all periods in which they were outstanding. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table includes supplemental cash flow information, including noncash investing and financing activity for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, ($ in millions) 2024 2023 Cash paid for interest $ 22.8 $ 31.1 Cash paid for (refunds from) taxes, net (1.3) 0.9 Cash payments for operating leases 15.2 14.2 Right-of-use assets obtained in exchange for operating lease liabilities 6.5 14.4 Capital expenditures and technology development costs included in accounts payable and other current liabilities — 0.3 Capital expenditures included in debt 0.2 0.8 The following table shows the cash and restricted cash balances for the Statements of Cash Flows: ($ in millions) June 30, 2024 December 31, 2023 June 30, 2023 Cash $ 58.1 $ 58.9 $ 44.3 Restricted cash (1) 13.0 18.1 12.8 Total cash, cash equivalents, and restricted cash $ 71.1 $ 77.0 $ 57.1 (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 | 6 Months Ended |
Jun. 30, 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 was entered into in 2024 and 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. Most of these leases have an initial 20-year term and contain annual 2% increases on base rent. Rent expense associated with the related-party operating leases was $4.8 million and $4.6 million for the three months ended June 30, 2024 and 2023, respectively, and $9.5 million and $9.2 million for the six months ended June 30, 2024 and 2023, respectively, and is included in selling, general and administrative expenses on the consolidated statements of operations. The following table provides the amounts for related party leases that are included on the balance sheets: ($ in millions) June 30, 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 99.7 96.2 (1) Included in accounts payable and other current liabilities. Employment of Immediate Family Members Mr. Tkach has two immediate family members that are employed by the Company: one as a vice president and one as a commissioned sales representative. The vice president received aggregate gross pay of $0.1 million and $0.2 million for the three and six months ended June 30, 2024, and $0.1 million and $0.2 million for the three and six months ended June 30, 2023. The commissioned sales representative earned in excess of $0.1 million |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The following tables provide information related to our two segments. The powersports dealership group segment is significantly larger and requires more investment than the vehicle transportation services segment. As a result, substantially all of the Company’s interest expense and depreciation and amortization is attributed to the powersports dealership group segment. ($ in millions) Powersports Dealership Group Vehicle Transportation Services Eliminations Total Three Months Ended June 30, 2024 Revenue from external customers $ 321.6 $ 15.2 $ — $ 336.8 Operating income (loss) 14.1 1.3 — 15.4 Three Months Ended June 30, 2023 Revenue from external customers $ 368.3 $ 14.4 $ — $ 382.7 Revenue from discontinued operating segment — 0.1 (0.1) — Operating income (loss) (0.7) 1.5 — 0.8 Six Months Ended June 30, 2024 Revenue from external customers $ 615.1 $ 29.5 $ — $ 644.6 Operating income (loss) 17.9 2.7 — 20.6 Six Months Ended June 30, 2023 Revenue from external customers $ 687.9 $ 29.3 $ — $ 717.1 Revenue from discontinued operating segment — 0.3 (0.3) — Operating income (loss) (2.8) 2.9 — 0.1 Total Assets by Segment June 30, 2024 $ 1,691.5 $ 4.5 $ (800.0) $ 896.0 December 31, 2023 1,766.3 4.0 (844.0) 926.3 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 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 June 30, 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. SEC Investigation On June 28, 2024, the Company received a subpoena from the SEC requesting documents created during or relating to the period from January 1, 2021 through the date of the subpoena. The subpoena covers documents relating to, among other matters, the Company’s previously disclosed internal investigation into the use of Company resources by Marshall Chesrown; the Company’s review, consideration and approval, and the underlying terms of, related party transactions; employment, compensation, reimbursement and severance arrangements; and disclosures and communications to customers and investors regarding the Company’s cash offer tool and certain of its technology. The Company is in the process of gathering and has commenced production of the requested documents. The Company is cooperating with the SEC’s inquiry. The Company cannot predict the ultimate outcome or timing of the SEC investigation, what, if any, actions may be taken by the SEC, or the effect that such actions may have on the business, prospects, operating results and financial condition of the Company. Delaware Litigation 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (0.7) | $ (13.6) | $ (11) | $ (30.5) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 |
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 derecognized 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 approximately $0.05 per share for the six months ended June 30, 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 the Company 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, and we expect only an impact to our disclosures, which will be made on a retrospective basis, with no impact to our results of operations, cash flows or 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) | 6 Months Ended |
Jun. 30, 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. Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2024 2023 2024 2023 Revenue New vehicles $ 175.8 $ 185.5 $ 330.8 $ 341.9 Pre-owned vehicles 59.2 84.2 119.0 161.1 Total powersports vehicles 235.0 269.7 449.8 503.0 Parts, service and accessories 56.9 65.4 109.8 124.5 Finance and insurance, net 29.7 33.2 55.5 60.4 Vehicle transportation services 15.2 14.4 29.5 29.2 Total revenue $ 336.8 $ 382.7 $ 644.6 $ 717.1 Timing of revenue recognition Goods and services transferred at a point in time $ 300.1 $ 343.1 574.1 639.3 Goods and services transferred over time 36.7 39.6 70.5 77.8 Total revenue $ 336.8 $ 382.7 $ 644.6 $ 717.1 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: ($ in millions) June 30, 2024 December 31, 2023 Contracts in transit $ 17.1 $ 16.0 Trade receivables 11.0 9.8 Factory receivables (1) 7.9 9.6 Receivable from the sale of the ROF loan portfolio (2) — 15.4 36.0 50.8 Less: allowance for doubtful accounts 0.6 0.5 $ 35.4 $ 50.3 (1) Primarily amounts due from manufacturers for holdbacks, rebates, co-op advertising, warranty and supplies returns. (2) Represents the selling price for the RumbleOn Finance loan portfolio that was sold in the fourth quarter of 2023 but settled in January 2024. The loans in the portfolio were originated in connection with certain sales of the Company’s inventory. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consisted of the following as of June 30, 2024 and December 31, 2023: ($ in millions) June 30, 2024 December 31, 2023 Term Loan Credit Agreement due August 2026 $ 226.3 $ 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 2.1 2.1 Total principal amount 267.2 301.8 Less: unamortized debt issuance costs (2) (19.5) (27.5) Total long-term debt 247.7 274.3 Less: Current portion of long-term debt (39.2) (35.6) Long-term debt, net of current portion $ 208.5 $ 238.7 (1) Terminated after it was paid in full from the proceeds of the sale of the RumbleOn Finance loan portfolio in January 2024. (2) Amount at December 31, 2023 included $3.7 million of unamortized debt discount associated with the convertible senior 6.75% promissory notes that was derecognized in conjunction with the Company's adoption of ASU 2020-06 as of January 1, 2024. See Note 1. Vehicle floor plan notes payable as of June 30, 2024 and December 31, 2023 were as follows: ($ in millions) June 30, 2024 December 31, 2023 Floor plan notes payable - trade $ 103.9 $ 101.9 Floor plan notes payable - non-trade 191.5 189.4 Floor plan notes payable $ 295.4 $ 291.3 |
Schedule of Interest Expense | The following table sets forth the Company’s interest expense: Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2024 2023 2024 2023 Floor plan interest expense $ 4.3 $ 3.4 $ 8.3 $ 5.9 Other interest expense: Interest expense on term loan $ 10.6 $ 13.4 $ 21.0 $ 26.3 Interest expense on convertible debt 0.7 1.4 1.3 2.8 Interest on finance lease obligation (1) 1.1 — 2.3 — Other interest expense (income), net $ (0.5) $ 0.1 $ (0.6) $ 0.9 Total other interest expense $ 11.9 $ 14.9 $ 24.0 $ 30.0 Total interest expense $ 16.2 $ 18.3 $ 32.3 $ 35.9 (1) Finance lease obligation is reported in other long-term liabilities on our consolidated balance sheets. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table reflects the Company's stock-based compensation expense: Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2024 2023 2024 2023 Restricted Stock Units $ 1.2 $ 4.9 $ 2.4 $ 7.8 Stock Options 0.2 — 0.4 — Total stock-based compensation $ 1.4 $ 4.9 $ 2.8 $ 7.8 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common stock equivalents were outstanding as of June 30, and they were excluded from the calculations of loss per share because they were anti-dilutive or because their market condition had not been met: 2024 2023 Unvested RSUs 378,408 951,600 Unvested PSUs 185,073 — Warrants to purchase shares of Class B Common Stock 1,212,121 1,526 (1) Shares issuable in connection with 6.75% convertible senior notes 1,302,000 982,107 Vested stock options 537 2,340 Performance stock options 825,000 — (1) Warrants issued as financing costs in 2021 to purchase 1,212,121 shares of Class B Common Stock in conjunction with the acquisition of the RideNow business expired on February 28, 2023. In addition, warrants issued to underwriters in 2017 and in 2018 to purchase 10,913 and 4,091 shares of Class B Common Stock, respectively, expired in April 2023. These common stock equivalents were anti-dilutive for all periods in which they were outstanding. |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2024 and 2023: Six Months Ended June 30, ($ in millions) 2024 2023 Cash paid for interest $ 22.8 $ 31.1 Cash paid for (refunds from) taxes, net (1.3) 0.9 Cash payments for operating leases 15.2 14.2 Right-of-use assets obtained in exchange for operating lease liabilities 6.5 14.4 Capital expenditures and technology development costs included in accounts payable and other current liabilities — 0.3 Capital expenditures included in debt 0.2 0.8 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table shows the cash and restricted cash balances for the Statements of Cash Flows: ($ in millions) June 30, 2024 December 31, 2023 June 30, 2023 Cash $ 58.1 $ 58.9 $ 44.3 Restricted cash (1) 13.0 18.1 12.8 Total cash, cash equivalents, and restricted cash $ 71.1 $ 77.0 $ 57.1 (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) | 6 Months Ended |
Jun. 30, 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) June 30, 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 99.7 96.2 (1) Included in accounts payable and other current liabilities. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables provide information related to our two segments. The powersports dealership group segment is significantly larger and requires more investment than the vehicle transportation services segment. As a result, substantially all of the Company’s interest expense and depreciation and amortization is attributed to the powersports dealership group segment. ($ in millions) Powersports Dealership Group Vehicle Transportation Services Eliminations Total Three Months Ended June 30, 2024 Revenue from external customers $ 321.6 $ 15.2 $ — $ 336.8 Operating income (loss) 14.1 1.3 — 15.4 Three Months Ended June 30, 2023 Revenue from external customers $ 368.3 $ 14.4 $ — $ 382.7 Revenue from discontinued operating segment — 0.1 (0.1) — Operating income (loss) (0.7) 1.5 — 0.8 Six Months Ended June 30, 2024 Revenue from external customers $ 615.1 $ 29.5 $ — $ 644.6 Operating income (loss) 17.9 2.7 — 20.6 Six Months Ended June 30, 2023 Revenue from external customers $ 687.9 $ 29.3 $ — $ 717.1 Revenue from discontinued operating segment — 0.3 (0.3) — Operating income (loss) (2.8) 2.9 — 0.1 Total Assets by Segment June 30, 2024 $ 1,691.5 $ 4.5 $ (800.0) $ 896.0 December 31, 2023 1,766.3 4.0 (844.0) 926.3 |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) store $ / shares | Jun. 30, 2023 $ / shares | Jun. 30, 2024 USD ($) segment store $ / shares | Jun. 30, 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 stores added | store | 54 | 54 | ||||
Number of retail locations | store | 55 | 55 | ||||
Long-term debt, net of current maturities | $ 208.5 | $ 208.5 | $ 238.7 | |||
Reclassified unamortized debt from additional paid-in-capital | (690) | (690) | (701) | |||
Accumulated deficit | $ (592.3) | $ (592.3) | $ (591.1) | |||
Loss from continuing operations per share - basic (in dollars per share) | $ / shares | $ (0.02) | $ (0.83) | $ (0.31) | $ (1.87) | ||
Loss from continuing operations per share - diluted (in dollars per share) | $ / shares | $ (0.02) | $ (0.83) | $ (0.31) | $ (1.87) | ||
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% | 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 | |||||
Reclassified unamortized debt from additional paid-in-capital | 3.7 | |||||
Accumulated deficit | 9.8 | |||||
Loss from continuing operations per share - basic (in dollars per share) | $ / shares | $ 0.05 | |||||
Loss from continuing operations per share - diluted (in dollars per share) | $ / shares | $ 0.05 | |||||
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 336.8 | $ 382.7 | $ 644.6 | $ 717.1 |
Goods and services transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 300.1 | 343.1 | 574.1 | 639.3 |
Goods and services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 36.7 | 39.6 | 70.5 | 77.8 |
Powersports vehicles | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 235 | 269.7 | 449.8 | 503 |
New vehicles | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 175.8 | 185.5 | 330.8 | 341.9 |
Pre-owned vehicles | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 59.2 | 84.2 | 119 | 161.1 |
Parts, service and accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 56.9 | 65.4 | 109.8 | 124.5 |
Finance and insurance, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 29.7 | 33.2 | 55.5 | 60.4 |
Vehicle transportation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 15.2 | $ 14.4 | $ 29.5 | $ 29.2 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 36 | $ 50.8 |
Less: allowance for doubtful accounts | 0.6 | 0.5 |
Accounts receivable, net | 35.4 | 50.3 |
Contracts in transit | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 17.1 | 16 |
Trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 11 | 9.8 |
Factory receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 7.9 | 9.6 |
Receivable from the sale of the ROF loan portfolio | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 0 | $ 15.4 |
DEBT - Schedule Long-term Debt
DEBT - Schedule Long-term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Jan. 01, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Total principal amount | $ 267.2 | $ 301.8 | |
Less: unamortized debt issuance costs | (19.5) | (27.5) | |
Total long-term debt | 247.7 | 274.3 | |
Less: Current portion of long-term debt | (39.2) | (35.6) | |
Long-term debt, net of current portion | 208.5 | 238.7 | |
Term Loan Credit Agreement due August 2026 | |||
Debt Instrument [Line Items] | |||
Total principal amount | 226.3 | 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 | $ 2.1 | $ 2.1 |
DEBT - Schedule Floor Plan Note
DEBT - Schedule Floor Plan Notes Payable (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Floor plan notes payable | $ 295.4 | $ 291.3 |
Floor plan notes payable - trade | ||
Debt Instrument [Line Items] | ||
Floor plan notes payable | 103.9 | 101.9 |
Floor plan notes payable - non-trade | ||
Debt Instrument [Line Items] | ||
Floor plan notes payable | $ 191.5 | $ 189.4 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2024 | Jul. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Notes payable | $ 295,400,000 | $ 291,300,000 | ||
Long-term debt, gross | 267,200,000 | 301,800,000 | ||
Long-term debt | $ 247,700,000 | 274,300,000 | ||
Term Loan Credit Agreement due August 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest accrued, percentage | 0.50% | |||
Paid-in-kind interest percent | 1.50% | |||
Repayments of lines of credit | $ 23,000,000 | |||
Debt instrument, covenant compliance, minimum liquidity | 25,000,000 | |||
Long-term debt, gross | $ 226,300,000 | $ 248,700,000 | ||
Term Loan Credit Agreement due August 2026 | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, covenant compliance, minimum liquidity | $ 30,000,000 | |||
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 | 14.34% | |||
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% | |||
Floor Plan Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 438,500,000 | |||
JPM Credit Line | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Repayments of lines of credit | 1,200,000 | |||
Line of credit facility, current borrowing capacity | 47,500,000 | |||
Long-term debt, gross | 13,200,000 | |||
Line of credit facility, increase (decrease) | $ 12,000,000 | |||
JPM Credit Line | Line of Credit | Maximum | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, advance rate of incremental floored units, percent | 75% | |||
JPM Credit Line | Line of Credit | Minimum | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, advance rate of incremental floored units, percent | 65% | |||
Convertible senior 6.75% promissory notes due January 2025 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.75% | 6.75% | 6.75% | |
One-time fee, percent | 0.50% | |||
Long-term debt, gross | $ 38,800,000 | $ 38,800,000 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||||
Floor plan interest expense | $ 4.3 | $ 3.4 | $ 8.3 | $ 5.9 |
Interest expense on term loan | 10.6 | 13.4 | 21 | 26.3 |
Interest expense on convertible debt | 0.7 | 1.4 | 1.3 | 2.8 |
Interest on finance lease obligation | 1.1 | 0 | 2.3 | 0 |
Other interest expense (income), net | (0.5) | 0.1 | (0.6) | 0.9 |
Other interest expense | 11.9 | 14.9 | 24 | 30 |
Total interest expense | $ 16.2 | $ 18.3 | $ 32.3 | $ 35.9 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||||
Restricted Stock Units | $ 1.2 | $ 4.9 | $ 2.4 | $ 7.8 |
Stock Options | 0.2 | 0 | 0.4 | 0 |
Total stock-based compensation | $ 1.4 | $ 4.9 | $ 2.8 | $ 7.8 |
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 | |
Award vesting period | 3 years | |
Vesting minimum trading days | day | 30 | |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 0.1 | $ 4.6 | $ 0.4 | $ 6.2 |
Effective income tax rate | 12.50% | 26.30% | 3.50% | 17.20% |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - shares | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 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 RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 378,408 | 951,600 | ||
Unvested PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 185,073 | 0 | ||
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 | 1,526 | ||
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) | 1,302,000 | 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) | 537 | 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 | ||
Class B Common Stock | Warrants Issued To Underwriters In 2017 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Class of warrant or right, number of securities called by each warrants or rights (in shares) | 10,913 | |||
Class B Common Stock | Warrants Issued To Underwriters In April 2018 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Class of warrant or right, number of securities called by each warrants or rights (in shares) | 4,091 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 22.8 | $ 31.1 |
Cash paid for (refunds from) taxes, net | (1.3) | 0.9 |
Cash payments for operating leases | 15.2 | 14.2 |
Right-of-use assets obtained in exchange for operating lease liabilities | 6.5 | 14.4 |
Capital expenditures and technology development costs included in accounts payable and other current liabilities | 0 | 0.3 |
Capital expenditures included in debt | $ 0.2 | $ 0.8 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Supplemental Cash Flow Information [Abstract] | |||
Cash | $ 58.1 | $ 58.9 | $ 44.3 |
Restricted cash | 13 | 18.1 | 12.8 |
Total cash, cash equivalents, and restricted cash | $ 71.1 | $ 77 | $ 57.1 |
RELATED-PARTY TRANSACTIONS - Na
RELATED-PARTY TRANSACTIONS - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) familyMember lease | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) familyMember lease | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Number of leases | lease | 25 | 25 | |||
Operating lease term | 20 years | 20 years | |||
Operating lease, increase in rent, percent | 2% | ||||
Operating lease expense | $ | $ 4.8 | $ 4.6 | $ 9.5 | $ 9.2 | |
Related Party | Option to Purchase Property at or Above Fair Market Value | |||||
Related Party Transaction [Line Items] | |||||
Number of leases | lease | 1 | 1 | |||
Immediate Family Member of Management or Principal Owner | |||||
Related Party Transaction [Line Items] | |||||
Number of immediate family members | familyMember | 2 | 2 | |||
Number of immediate family members as vice president | familyMember | 1 | 1 | |||
Number of immediate family members employed as commissioned sales representative | familyMember | 1 | 1 | |||
Annual base salary | $ | $ 0.1 | ||||
Immediate Family Member of Management or Principal Owner | Vice President | |||||
Related Party Transaction [Line Items] | |||||
Gross pay | $ | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
RELATED-PARTY TRANSACTIONS - Sc
RELATED-PARTY TRANSACTIONS - Schedule of Related Party Leases Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Right-of-use assets | $ 162.8 | $ 163.9 |
Long-term portion of operating lease liabilities | 134.1 | 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 | $ 99.7 | $ 96.2 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | $ 336.8 | $ 382.7 | $ 644.6 | $ 717.1 | |
Revenue from discontinued operating segment | 0 | 0 | |||
Operating income (loss) | 15.4 | 0.8 | 20.6 | 0.1 | |
Total assets | 896 | 896 | $ 926.3 | ||
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from discontinued operating segment | (0.1) | (0.3) | |||
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 0 | 0 | 0 | 0 | |
Operating income (loss) | 0 | 0 | 0 | 0 | |
Total assets | (800) | (800) | (844) | ||
Powersports vehicles | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 321.6 | 368.3 | 615.1 | 687.9 | |
Operating income (loss) | 14.1 | (0.7) | 17.9 | (2.8) | |
Total assets | 1,691.5 | 1,691.5 | 1,766.3 | ||
Powersports vehicles | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from discontinued operating segment | 0 | 0 | |||
Vehicle transportation services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 15.2 | 14.4 | 29.5 | 29.3 | |
Operating income (loss) | 1.3 | 1.5 | 2.7 | 2.9 | |
Total assets | $ 4.5 | $ 4.5 | $ 4 | ||
Vehicle transportation services | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from discontinued operating segment | $ 0.1 | $ 0.3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Mar. 13, 2024 | Jun. 30, 2024 |
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 |