RumbleON (RMBL) 10-Q 13 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 09, 2019
Issuance of common stock in connection with loan agreement, shares
Entity Registrant Name	RumbleON, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Entity Central Index Key	0001596961
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		22,171,420
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Small Business	true
Entity Current Reporting Status	Yes
Entity Shell Company	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 12,513,801	$ 9,134,902
Restricted Cash	6,719,743	6,650,000
Accounts receivable, net	12,770,364	8,465,810
Inventory	67,956,276	52,191,523
Prepaid expenses	520,005	1,096,945
Total current assets	100,480,189	77,539,180
Property and equipment, net	6,247,166	5,177,877
Right-of-use assets	3,069,154	0
Goodwill	29,055,016	26,107,146
Other assets	96,633	102,178
Total assets	138,948,158	108,926,381
Current liabilities:
Accounts payable and other accrued liabilities	13,537,193	10,554,913
Accrued interest payable	699,076	206,037
Current portion of convertible debt	1,077,933	0
Current portion of long term debt	66,341,312	58,555,006
Total current liabilities	81,655,514	69,315,956
Long term liabilities:
Notes payable	0	8,792,919
Convertible debt	19,350,294	0
Derivative liabilities	1,140,000	0
Lease liabilities	2,223,919	0
Total long term liabilities	22,714,213	8,792,919
Total liabilities	104,369,727	78,108,875
Commitments and contingencies (Notes 4, 6, 7, 8, 9, 13)
Stockholders' equity:
Class B Preferred stock, $0.001 par value, 10,000,000 shares authorized, none and 1,317,329 shares issued and outstanding as of June 30, 2019 and December 31, 2018	0	1,317
Additional paid in capital	90,037,964	64,998,817
Accumulated deficit	(55,482,658)	(34,201,114)
Total stockholders' equity	34,578,431	30,817,506
Total liabilities and stockholders' equity	138,948,158	108,926,381
Class A Common Stock
Stockholders' equity:
Common stock	1,000	1,000
Class B Common Stock
Stockholders' equity:
Common stock	$ 22,125	$ 17,486

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	1,317,329
Preferred stock, shares outstanding	0	1,317,329
Class A Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares issued	1,000,000	1,000,000
Common stock, shares outstanding	1,000,000	1,000,000
Class B Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	99,000,000	99,000,000
Common stock, shares issued	22,125,120	17,486,291
Common stock, shares outstanding	22,125,120	17,486,291

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue:
Revenue	$ 270,179,904	$ 13,914,534	$ 493,357,663	$ 21,994,738
Cost of revenue	254,562,392	12,649,704	463,749,082	20,171,005
Gross profit	15,617,512	1,264,830	29,608,581	1,823,733
Selling, general and administrative	25,007,565	5,545,509	45,447,581	9,426,001
Depreciation and amortization	427,438	217,827	809,663	423,595
Operating loss	(9,817,491)	(4,498,506)	(16,648,663)	(8,025,863)
Interest expense	1,874,858	237,820	3,319,991	324,340
Change in derivative liability	(190,000)	0	(190,000)	0
Loss on early extinguishment of debt	1,499,250	0	1,499,250	0
Net loss before provision for income taxes	(13,001,599)	(4,736,326)	(21,277,904)	(8,350,203)
Benefit for income taxes	0	0	0	0
Net loss	$ (13,001,599)	$ (4,736,326)	$ (21,277,904)	$ (8,350,203)
Weighted average number of common shares outstanding - basic and fully diluted	22,236,175	13,006,893	21,365,137	12,967,933
Net loss per share - basic and fully diluted	$ (0.58)	$ (0.36)	$ (1)	$ (0.64)
Powersports
Revenue:
Revenue	$ 30,305,687	$ 13,818,116	$ 57,234,846	$ 21,882,948
Cost of revenue	26,137,459	12,649,704	50,087,015	20,171,005
Automotive
Revenue:
Revenue	233,856,329	0	424,763,517	0
Cost of revenue	223,996,259	0	405,491,371	0
Transportation
Revenue:
Revenue	6,017,888	0	11,359,300	0
Cost of revenue	4,428,674	0	8,170,696	0
Other
Revenue:
Revenue	$ 0	$ 96,418	$ 0	$ 111,790

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) - USD ($)	Preferred Stock	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2017	0	1,000,000	11,928,541
Beginning balance, amount at Dec. 31, 2017	$ 0	$ 1,000	$ 11,929	$ 23,372,360	$ (9,019,297)	$ 14,365,992
Issuance of common stock for restricted stock units, shares			149,000
Issuance of common stock for restricted stock units, amount			$ 149	(149)		0
Issuance of warrants in connection with loan agreement				176,886		176,886
Stock-based compensation				676,095		676,095
Net loss					(8,350,203)	(8,350,203)
Ending balance, shares at Jun. 30, 2018	0	1,000,000	12,077,541
Ending balance, amount at Jun. 30, 2018	$ 0	$ 1,000	$ 12,078	24,225,192	(17,369,500)	6,868,770
Beginning balance, shares at Mar. 31, 2018	0	1,000,000	11,928,541
Beginning balance, amount at Mar. 31, 2018	$ 0	$ 1,000	$ 11,929	23,699,067	(12,633,173)	11,078,823
Issuance of common stock for restricted stock units, shares			149,000
Issuance of common stock for restricted stock units, amount			$ 149	(149)		0
Issuance of warrants in connection with loan agreement				176,886		176,886
Stock-based compensation				349,388		349,388
Net loss					(4,736,326)	(4,736,326)
Ending balance, shares at Jun. 30, 2018	0	1,000,000	12,077,541
Ending balance, amount at Jun. 30, 2018	$ 0	$ 1,000	$ 12,078	24,225,192	(17,369,500)	6,868,770
Beginning balance, shares at Dec. 31, 2018	1,317,329	1,000,000	17,486,291
Beginning balance, amount at Dec. 31, 2018	$ 1,317	$ 1,000	$ 17,486	64,998,817	(34,201,114)	30,817,506
Cumulative effect of accounting change (see Note 1), amount					(3,460)	(3,460)
Equity component of convertible senior notes, net of issuance costs				7,745,625		7,745,625
Issuance of common stock for restricted stock units, shares			145,000
Issuance of common stock for restricted stock units, amount			$ 145	(145)		0
Beneficial conversion feature on convertible notes				495,185		495,185
Conversion of preferred shares to common stock, shares	(1,317,329)		1,317,329
Conversion of preferred shares to common stock, amount	$ (1,317)		$ 1,317			0
Issuance of common stock, shares			3,176,500
Issuance of common stock, amount			$ 3,177	15,152,370		15,155,547
Net loss					(21,277,904)	(21,277,904)
Ending balance, shares at Jun. 30, 2019	0	1,000,000	22,125,120
Ending balance, amount at Jun. 30, 2019	$ 0	$ 1,000	$ 22,125	90,037,964	(55,482,658)	34,578,431
Beginning balance, shares at Mar. 31, 2019	0	1,000,000	20,087,120
Beginning balance, amount at Mar. 31, 2019	$ 0	$ 1,000	$ 20,087	72,707,614	(42,481,059)	30,247,642
Equity component of convertible senior notes, net of issuance costs				7,745,625		7,745,625
Issuance of common stock for restricted stock units, shares			138,000
Issuance of common stock for restricted stock units, amount			$ 138	(138)		0
Issuance of common stock, shares			1,900,000
Issuance of common stock, amount			$ 1,900	8,627,872		8,629,772
Stock-based compensation				956,991		956,991
Net loss					(13,001,599)	(13,001,599)
Ending balance, shares at Jun. 30, 2019	0	1,000,000	22,125,120
Ending balance, amount at Jun. 30, 2019	$ 0	$ 1,000	$ 22,125	$ 90,037,964	$ (55,482,658)	$ 34,578,431

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (21,277,904)	$ (8,350,203)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	809,663	423,595
Amortization of debt discount	714,629	154,685
Share based compensation expense	1,646,112	676,095
Loss from extinguishment of debt	1,499,250	0
Income from change in value of derivatives	(190,000)	0
Changes in operating assets and liabilities:
Increase in inventory	(12,902,749)	(2,731,908)
(Increase) decrease in accounts receivable	(1,148,365)	420,093
Decrease (increase) in prepaid expenses and other current assets	576,940	(3,779)
Decrease (increase) in other assets	5,545	(52,542)
(Decrease) increase in accounts payable and accrued liabilities	(3,721,211)	624,693
Increase (decrease) in accrued interest payable	493,039	35,504
Net cash used in operating activities	(33,495,051)	(8,803,767)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used for acquisitions; net of cash received	(835,000)	0
Proceeds from sales of property and equipment	40,620	0
Technology development	(1,919,569)	(618,069)
Purchase of property and equipment	0	(59,206)
Net cash used in investing activities	(2,713,949)	(677,275)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable and convertible debt	27,455,537	7,176,600
Payments on notes payable	(11,134,695)	0
Proceeds from sale of common stock	15,155,547	0
Net proceeds (repayments) on lines of credit	8,181,253	(1,081,593)
Net cash provided (used in) financing activities	39,657,642	6,095,007
NET CHANGE IN CASH	3,448,642	(3,386,035)
CASH AT BEGINNING OF PERIOD	15,784,902	9,170,652
CASH AND RESTRICTED CASH AT END OF PERIOD	$ 19,233,544	$ 5,784,617

Description of Business and Sig

Description of Business and Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Description of Business and Significant Accounting Policies	Organization RumbleOn, Inc. (the "Company") was incorporated in October 2013 under the laws of the State of Nevada, as Smart Server, Inc. ("Smart Server"). On February 13, 2017, the Company changed its name from Smart Server, Inc. to RumbleOn, Inc. Description of Business In July 2016, Berrard Holdings Limited Partnership ("Berrard Holdings") acquired 99.5% of the common stock of the Company from the principal stockholder. Shortly after the Berrard Holdings common stock purchase, the Company began exploring the development of a capital light e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned vehicles in one online location and in April 2017, the Company launched its platform. The Company's goal is to transform the way pre-owned vehicles are bought and sold by providing users with the most efficient, timely and transparent transaction experience. While the Company's initial customer facing emphasis through most of 2018 was on motorcycles and other powersports, the Company continues to enhance its platform to accommodate nearly any VIN-specific vehicle including motorcycles, ATVs, boats, RVs, cars and trucks, and via its acquisition of Wholesale, Inc. in October 2018, the Company is making a concerted effort to grow its cars and light truck categories. On October 26, 2018, the Company entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with the Company's newly-formed acquisition subsidiary RMBL Tennessee, LLC, a Delaware limited liability company ("Merger Sub"), Wholesale Holdings, Inc., a Tennessee corporation ("Holdings"), Wholesale, LLC, a Tennessee limited liability company ("Wholesale"), Steven Brewster and Janelle Brewster (each a "Stockholder," and together the "Stockholders"), Steven Brewster, a Tennessee resident, as the representative of each Stockholder (the "Representative"), and Marshall Chesrown and Steven R. Berrard, providing for the merger of Holdings with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of the Company (the "Wholesale Transaction"). On October 29, 2018, the Company entered into an Amendment to the Merger Agreement making a technical correction to the definition of "Parent Consideration Shares" contained in the Merger Agreement. Also, on October 26, 2018, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), by and among the Company, Steven Brewster and Justin Becker (together the "Express Sellers"), and Steven Brewster as representative of the Express Sellers, pursuant to which the Company acquired all of the membership interests (the "Express Transaction," and together with the Wholesale Transaction, the "Transactions") in Wholesale Express, LLC, a Tennessee limited liability company. The Transactions were both completed on October 30, 2018 (the "Acquisition Date"). As consideration for the Wholesale Transaction, the Company (i) paid cash consideration of $12,353,941, subject to certain customary post-closing adjustments, and (ii) issued to the Stockholders 1,317,329 shares (the "Stock Consideration") of the Company's Series B Non-Voting Convertible Preferred Stock, par value $0.001 (the "Series B Preferred"). As consideration for the Express Transaction, the Company paid cash consideration of $4,000,000, subject to certain customary post-closing adjustments. Wholesale Inc. is one of the largest independent distributors of pre-owned vehicles in the United States and Wholesale Express, LLC is a related logistics company. On February 3, 2019, the Company completed the acquisition (the "Autosport Acquisition") of all of the equity interests of Autosport USA, Inc. ("Autosport"), an independent pre-owned vehicle distributor, pursuant to a Stock Purchase Agreement, dated February 1, 2019 (the "Stock Purchase Agreement"), by and among RMBL Express, LLC (the "Buyer"), a wholly owned subsidiary of Company, Scott Bennie (the "Seller") and Autosport. Aggregate consideration for the Autosport Acquisition consisted of (i) a closing cash payment of $600,000, plus (ii) a fifteen-month $500,000 promissory note (the "Promissory Note") in favor of the Seller, plus (iii) a three-year $1,536,000 convertible promissory note (the "Convertible Note") in favor of the Seller, plus (iv) contingent earn-out payments payable in the form of cash and/or the Company's Class B Common Stock (the "Earn-Out Shares") for up to an additional $787,500 if Autosport achieves certain performance thresholds. In connection with the Autosport Acquisition, the Buyer also paid outstanding debt of Autosport of $235,000 and assumed additional debt of $257,933 pursuant to a promissory note payable to Seller (the "Second Convertible Note"). Serving both consumers and dealers, through its online marketplace platform, the Company makes cash offers for the purchase of pre-owned vehicles. In addition, the Company offers a large inventory of pre-owned vehicles for sale along with third-party financing and associated products. The Company's operations are designed to be scalable by working through an infrastructure and capital light model that is achievable by virtue of a synergistic relationship with its regional partners, which are primarily auctions. The Company utilizes regional partners in the acquisition of pre-owned vehicles to provide inspection, reconditioning and distribution services. These regional partners earn incremental revenue and enhance profitability through fees from inspection, reconditioning and distribution programs. Our business model is driven by our proprietary technology platform. Our initial platform was acquired in February 2017, through our acquisition of substantially all of the assets of NextGen Dealer Solutions, LLC ("NextGen"). Since that time, we have expanded the functionality of that platform through a significant number of high-quality technology development projects and initiatives. Included in these new technology development projects and initiatives were modules or significant upgrades to the existing platforms for: (i) Retail online auction; (ii) native IOS and Android apps; (iii) new architecture on website design and functionality; (iv) RumbleOn Marketplace; (v) redesigned cash offer tool; (vi) deal-jacket tracking tool; (vii) inventory tracking tool; (viii) CRM and multiple third-party integrations; (ix) new analytics and machine learning initiatives; and (x) IT monitoring infrastructure. Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC") and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company's Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair presentation of their financial condition, results of operations, and cash flows for the periods presented. The information at December 31, 2018 in the Company's Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets included in the Company's 2018 Annual Report on Form 10-K filed with the SEC on April 1, 2019. The Company's 2018 Annual Report on Form 10-K, together with the information incorporated by reference into such report, is referred to in this quarterly report as the "2018 Annual Report." This quarterly report should be read in conjunction with the 2018 Annual Report. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenue and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management's experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company's assets and liabilities and the results of operations. Earnings (Loss) Per Share The Company follows the FASB Accounting Standards Codification ("ASC") Topic 260- Earnings per share Revenue Recognition Revenue for our vehicle distribution segment is derived primarily from our online marketplace and auctions which primarily include: (i) the sale of pre-owned vehicles to consumer and dealers; (ii) vehicle financing; and (iii) vehicle service contracts. Revenue from our vehicle logistics and transportation service segment is derived by providing automotive transportation services between dealerships and auctions throughout the United States. We adopted ASC 606, Revenue from Contracts with Customers For vehicles sold at wholesale to dealers we satisfy our performance obligation for vehicles sales when the wholesale purchaser obtains control of the underlying vehicle, which is upon delivery when the transfer of title, risks and rewards of ownership and control pass to the dealer. We recognize revenue at the amount we expect to receive for the used vehicle, which is the fixed price determined at the auction. The purchase price of the wholesale vehicle is typically due and collected within 30 days of delivery of the wholesale vehicle. For vehicles sold to consumers the purchase price is set forth in the customer contracts at a stand-alone selling price which is agreed upon prior to delivery. We satisfy our performance obligation for used vehicle sales upon delivery when the transfer of title, risks and rewards of ownership and control pass to the customer. We recognize revenue at the agreed upon purchase price stated in the contract, including any delivery charges, less an estimate for returns. Our return policy allows customers to initiate a return during the first three days after delivery. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for used vehicle sales to consumers includes noncash consideration representing the value of trade-in vehicles, if applicable, as stated in the contract. Prior to the delivery of the vehicle, the payment is received, or financing has been arranged. Payments from customers that finance their purchases with third parties are typically due and collected within 30 days of delivery of the used vehicle. In future periods additional provisions may be necessary due to a variety of factors, including changing customer return patterns due to the maturation of the online vehicle buying market, macro- and micro-economic factors that could influence customer return behavior and future pricing environments. If these factors result in adjustments to sales returns, they could significantly impact our future operating results. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. Vehicle finance fee revenue is recognized upon delivery of the vehicle to the customer, when the sales contract is signed, and the financing has been arranged. We may be charged back for a fee in the event a contract is prepaid, defaulted upon, or terminated. Our risk related to contract cancellations is limited to the commissions that we receive. Cancellations will fluctuate depending on the customer financing default or prepayment rates and shifts in customer behavior. To the extent that actual experience differs from historical trends, there could be adjustments to our finance contract cancellation reserves. Commission revenue on vehicle service contracts is recognized at the time of sale, net of a reserve for estimated contract cancellations. The reserve for cancellations is estimated based on historical experience and recent trends. Our risk related to contract cancellations is limited to the commissions that we receive. Cancellations will fluctuate depending on the customer financing default or prepayment rates, and shifts in customer behavior, including those related to changes in the coverage or term of the product. To the extent that actual experience differs from historical trends, there could be adjustments to our contract cancellation reserves. Vehicle logistics and transportation services revenue is generated primarily by entering into freight brokerage The transaction price is based on the consideration specified in the customer's contract. A performance obligation is created when the customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. freight brokerage Performance obligations are short-term, with transit days less than one week. Generally, customers are billed either upon shipment of the vehicle or on a monthly basis, and remit payment according to approved payment terms, generally not to exceed 30 days. Purchase Accounting for Business Combinations The Company accounts for acquisitions by allocating the fair value of the consideration transferred to the fair value of the assets acquired and liabilities assumed on the date of the acquisition and any remaining difference is recorded as goodwill. Adjustments may be made to the preliminary purchase price allocation when facts and circumstances that existed on the date of the acquisition surface during the allocation period subsequent to the preliminary purchase price allocation, not to exceed one year from the date of acquisition. Contingent consideration is recorded at fair value based on the facts and circumstances on the date of the acquisition and any subsequent changes in the fair value are recorded through earnings each reporting period. Goodwill Goodwill represents the excess purchase price over the fair value of net assets acquired which is not allocable to separately identifiable intangible assets. Other identifiable intangible assets, such as domain names, are separately recognized if the intangible asset is obtained through contractual or other legal right or if the intangible asset can be sold, transferred, licensed or exchanged. Goodwill is not amortized but tested for impairment at least annually, and more frequently if events or circumstances indicate the carrying amount of the reporting unit more likely than not exceeds fair value. We have the option to qualitatively or quantitatively assess goodwill for impairment and we evaluated our goodwill using a qualitative assessment process. Goodwill is tested for impairment at the reporting unit level. We test our goodwill for impairment in December of each year. In 2018, we evaluated our goodwill using a qualitative assessment process. If the qualitative factors determine that it is more likely than not that the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the qualitative assessment determines it is more likely than not the fair value is less than the carrying amount, we would further evaluate for potential impairment. There was no impairment of goodwill as of June 30, 2019. Leases Effective January 1, 2019, the Company adopted ASC 842, Leases ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company's leases is generally not determinable and therefore the incremental borrowing rate at the lease commencement date is utilized to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. Management determines the incremental borrowing rate for each lease using the Company's estimated borrowing rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease. The ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company's leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option will be exercised. An option to terminate is considered unless the Company is reasonably certain the option will not be exercised. Long-Lived Assets Property and equipment is reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to the future net cash flows expected to be generated by the asset. If such assets or asset groups are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets or asset groups exceeds the related fair values. The Company also performs a periodic assessment of the useful lives assigned to the long-lived assets. Technology Development Costs Technology development costs are accounted for pursuant to ASC 350, Intangibles — Goodwill and Other Vehicle Inventory Vehicle inventory is accounted for pursuant to ASC 330, Inventory Cash and Cash Equivalents The Company considers all cash accounts and all highly liquid short-term investments purchased with an original maturity of three months or less to be cash or cash equivalents. As of June 30, 2019 and December 31, 2018, the Company did not have any investments with maturities greater than three months. Restricted Cash In connection with the execution of the Inventory Financing and Security Agreement (the "Credit Facility") by and among the Company's subsidiary, RMBL Missouri, LLC ("RMBL MO"), Ally Bank ("Ally") and Ally Financial, Inc., dated February 16, 2018 the parties entered into a Credit Balance Agreement, and so long as the Company owes any debt to Ally or until the bank otherwise consents, the Company agrees to maintain a Credit Balance at Ally of 1) at least 10% of the amount of the Company's approved and available credit line under the Credit Facility and 2) no greater than 25% of the total principal amount owed to Ally for inventory financed under the Credit Facility. In connection with the inventory financing contract (the "NextGear Facility"), entered into by the Company, its wholly owned subsidiary RMBL Tennessee, Inc., Wholesale, Inc. and NextGear Capital, Inc. ("NextGear"), dated October 30, 2018, Wholesale, Inc. and NextGear entered into a Reserve Agreement requiring Wholesale, Inc. to pay to NextGear $5.5 million (the "Reserve") to be collateral and security for Wholesale Inc.'s liability under the NextGear Facility as well as any amounts owed by Wholesale, Inc. to NextGear and its affiliates, and each of their respective directors, officers, principals, trustees, partners, shareholders or other holders of any ownership interest, as the case may be, employees, representatives, attorneys and agents. NextGear is not required to pay Wholesale Inc. interest on the Reserve balance. Upon the satisfaction of all obligations and the termination by NextGear of the NextGear Facility, NextGear will return to Wholesale, Inc., upon its written request to NextGear no earlier than ten (10) business days from the date the obligations were indefeasibly paid and satisfied in full and the NextGear Facility and terminated by Lender. Property and Equipment, Net Property and equipment is stated at cost less accumulated depreciation and amortization and consists of capitalized technology development costs, furniture and equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful life of the assets. Costs of significant additions, renewals and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging Debt with Conversion and Other Options From time to time, the Company has issued convertible notes that have conversion prices that create an embedded beneficial conversion feature pursuant to the guidelines established by the ASC Topic 470-20. The Beneficial Conversion Feature ("BCF") of a convertible security is normally characterized as the convertible portion or feature of certain securities that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible security when issued and also records the estimated fair value of any conversion feature issued with those securities. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The debt discount is amortized to interest expense over the life of the note using the effective interest method. The Company calculates the fair value of the conversion feature embedded in any convertible security using either a) the Black Scholes valuation model or b) a discount cash flow analysis tested for sensitivity to key Level 3 inputs using Monte Carlo simulation. Debt Issuance Costs Debt issuance costs are accounted for pursuant to FASB Accounting Standards Update ("ASU") 2015-03 , Simplifying the Presentation of Debt Issuance Costs Stock-Based Compensation On June 30, 2017, the Company's shareholders approved a Stock Incentive Plan (the "Plan") under which restricted stock units ("RSUs") and other equity awards may be granted to employees and non-employee members of the Board of Directors. The number of shares of Class B Common Stock authorized for issuance under the Plan is 4,000,000 shares. The Company estimates the fair value of awards granted under the Plan on the date of grant. The fair value of an RSU is based on the average of the high and low market prices of the Company's Class B Common Stock on the date of grant and is recognized as an expense on a straight-line basis over its vesting period; to date, substantially all the RSUs issued vest over a three-year period utilizing the following vesting schedule: (i) 20% on the first anniversary of the grant date; (ii) 30% on the second anniversary of the grant date; and (iii) 50% on the third anniversary of the grant date. Recent Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements Accounting Standards Issued But Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Accounts Receivable, Net

Accounts Receivable, Net	6 Months Ended
	Jun. 30, 2019
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Accounts Receivable, Net	Accounts receivable consists of the following as of: June 30, 2019 December 31, 2018 Trade $ 12,809,892 $ 8,264,045 Finance 143,779 148,378 Other 18,357 229,577 12,972,028 8,642,000 Less: allowance for doubtful accounts 201,664 176,190 $ 12,770,364 $ 8,465,810

Inventory

Inventory	6 Months Ended
	Jun. 30, 2019
Inventory Disclosure [Abstract]
Inventory	Inventory consists of the following as of: June 30, 2019 December 31, 2018 Pre-owned vehicles: Powersport vehicles $ 9,368,268 $ 9,783,093 Automobiles and trucks 59,081,279 43,081,136 68,449,547 52,864,229 Less: Valuation allowance 493,271 672,706 $ 67,956,276 $ 52,191,523

Acquisition

Acquisition	6 Months Ended
	Jun. 30, 2019
Business Combinations [Abstract]
Acquisition	On February 3, 2019, the Company completed the Autosport Acquisition pursuant to the Stock Purchase Agreement, by and among the Buyer, the Seller and Autosport. Aggregate consideration for the Autosport Acquisition consisted of (i) a closing cash payment of $600,000, plus (ii) the Promissory Note in favor of the Seller, plus (iii) the Convertible Note in favor of the Seller, plus (iv) contingent earn-out payments payable in the form of cash and/or the Company's Class B Common Stock for up to an additional $787,500 if Autosport achieves certain performance thresholds. In connection with the Autosport Acquisition, the Buyer also paid outstanding debt of Autosport of $235,000 and assumed debt of $257,933 pursuant to the Second Convertible Note. See Note 1 – Description of Business and Significant Accounting Policies for additional information on the Autosport Acquisition. The preliminary allocation of the purchase price is based on the best information available to management. This allocation is provisional, as the Company is required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of February 3, 2019 that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The Company may adjust the preliminary purchase price allocation after obtaining additional information regarding asset valuation, liabilities assumed and revisions of previous estimates. The following table summarizes the preliminary allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities of Autosport as of June 30, 2019, including measurement period adjustments made during the three months ended June 30, 2019: Purchase price consideration: Cash $ 835,000 $1,536,000 convertible note 1,536,000 $500,000 convertible note 500,000 $257,933 Promissory note 257,933 $ 3,128,933 Estimated fair value of assets: Accounts receivable 3,177,660 Inventory 2,862,004 6,039,664 Estimated fair value of liabilities assumed: Accounts payable and other 5,858,601 Excess of assets over liabilities 181,063 Goodwill 2,947,870 $ 3,128,933 Supplemental pro forma information The results of operations of Autosport, Wholesale and Express since the acquisition date are included in the accompanying Condensed Consolidated Financial Statements. The following supplemental pro forma information presents the financial results as if the acquisition of Autosport, Wholesale and Express was made as of January 1, 2018 for both the three and six-months ended June 30, 2019 and 2018. Pro-forma adjustments for the three-month and six-month periods ended June 30, 2019 primarily include adjustments to reflect the: (i) amortization of stock compensation expense of $0 and $18,351, respectively; and (ii) interest expense on convertible and promissory notes of $0 and $20,174, respectively. Pro forma adjustments for the three-months and six-month periods ended June 30, 2018 primarily include adjustments to reflect the: (i) amortization of stock compensation expense of $206,940 and $610,107, respectively, and (ii) interest expense on convertible and promissory notes of $40,914 and $100,871, respectively. Three-Months Ended June 30, Six-Months Ended June 30, 2019 2018 2019 2018 Pro forma revenue $ 270,179,904 $ 197,127,424 $ 499,676,272 $ 379,187,541 Pro forma net loss $ (13,001,599 ) $ (4,537,741 ) $ (21,314,928 ) $ (8,017,204 ) Loss per share - basic and fully diluted $ (.58 ) $ (.24 ) $ (.98 ) $ (.43 ) Weighted-average common shares and common stock equivalents outstanding basic and fully diluted 22,236,175 18,630,722 21,703,656 18,591,762

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Jun. 30, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	The following table summarizes property and equipment, net as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Vehicles $ 326,506 $ 417,666 Furniture and equipment 474,546 474,546 Technology development and software 7,697,073 5,777,504 Leasehold improvements 160,389 136,386 Total property and equipment 8,658,514 6,806,102 Less: accumulated depreciation and amortization 2,411,348 1,628,225 Property and equipment, net $ 6,247,166 $ 5,177,877 Amortization and depreciation on Property and Equipment is determined on a straight-line basis over the estimated useful lives ranging from 3 to 5 years. At June 30, 2019, capitalized technology development costs were $7,489,062, which includes $2,900,000 of software acquired in the NextGen transaction 1,578,320 and 2,950,863, respectively, 1,039,740 and 1,919,569, respectively, and 1,031,293, respectively, 340,286 and 632,032, respectively 26,301 and 55,929 643,589 and 1,112,897, respectively, 432,100 and 618,069, respectively, 211,489 and 494,828, respectively, 185,071 and 358,831, respectively 32,756 and 64,764

Leases

Leases	6 Months Ended
	Jun. 30, 2019
Leases [Abstract]
Leases	As of June 30, 2019, the Company has entered into operating leases related to certain of its offices, facilities and equipment. The initial terms expire at various dates between 2019 and 2021. Many of the leases include renewal options ranging from one to ten years. The current portion of our operating lease liabilities as of June 30, 2019 are $859,877 Operating lease expense is recognized on a straight-line basis over the lease term. Total operating lease expenses for the three-month and six-month periods ended June 30, 2019 was $371,941 and $609,197, respectively. Supplemental cash flow information related to operating leases was as follows: Six Months Ended June 30, 2019 Cash payments for operating leases $ 534,849 New right of use assets obtained in exchange for operating lease liabilities $ 375,455 The following table summarizes the future minimum payments for operating leases at December 31, 2018 due in each year ending December 31, 2019 $ 799,388 2020 953,965 2021 616,286 thereafter - $ 2,369,639

Accounts Payable And Other Accr

Accounts Payable And Other Accrued Liabilities	6 Months Ended
	Jun. 30, 2019
Accounts Payable and Accrued Liabilities [Abstract]
Accounts Payable and Other Accrued Liabilities	The following table summarizes accounts payable and other accrued liabilities as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Accounts payable $ 7,987,721 $ 7,528,003 Operating lease liability-current portion 859,877 - Accrued payroll 540,189 877,180 State and local taxes 377,623 1,073,649 Other accrued expenses 3,771,783 1,076,081 $ 13,537,193 $ 10,554,913

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2019
Notes Payable [Abstract]
Notes Payable	Notes payable consisted of the following as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Notes payable-NextGen dated February 8, 2017. Interest is payable semi-annually at 6.5% through February 9, 2019 and 8.5% through maturity which is February 8, 2020. $ 1,333,334 $ 1,333,334 Notes payable-private placement dated March 31, 2017. Interest is payable semi-annually at 6.5% through June 30, 2019 and 8.5% through maturity which is March 31, 2020. Unamortized debt discount of $212,776 and $334,998 as of June 30, 2019 and December 31, 2018, respectively. 667,000 667,000 Line of credit-floor plan dated February 16, 2018. Facility provides up to $25,000,000 of available credit secured by vehicle inventory and other assets. Interest rate at June 30, 2019 was 7.75%. Principal and interest are payable on demand. 6,679,436 8,866,894 Loan Agreement with Hercules Capital Inc. dated April 30, 2018 and as amended for tranche II on October 30, 2018. Tranche I- Interest only at 10.5% and is payable monthly through December 1, 2018. Principal and interest payments commence on June 1, 2019 through maturity which is May 1, 2021. Trance II-Interest payable monthly at 11.0%. Principal payable at maturity on October 1, 2021. Unamortized debt issuance costs at $1,547,412 December 31, 2018. - 10,857,500 Line of credit-floor plan dated October 30, 2018. Secured by vehicle inventory and other assets. Interest rate at June 30, 2019 of 5.5%. Principal and interest are payable on demand. 57,874,318 47,505,607 Less: Debt discount (212,776 ) (1,882,410 ) $ 66,341,312 $ 67,347,925 Current portion 66,341,312 58,555,006 Long-term portion $ - $ 8,792,919 Line of Credit-NextGear On October 30, 2018, Wholesale, as borrower, entered into a floorplan vehicle financing credit line (the "NextGear Credit Line") with NextGear. The available credit under the NextGear Credit Line is $70,000,000. Advances under the NextGear Credit Line will bear interest at an initial per annum rate of 5.25%, based upon a 360-day year, and compounded daily, and the per annum interest rate will vary based on a base rate, plus the contract rate, which is currently negative 2.0%, until the outstanding liabilities to NextGear are paid in full. Interest expense on the line of credit-floor plan for the three-month and six-month periods ended , 2019 was 824,308 1,510 Line of Credit-Ally On February 16, 2018, the Company, through its wholly-owned subsidiary RMBL MO entered into an Inventory Financing and Security Agreement (the "Credit Facility") with Ally and Ally Financial, Inc., a Delaware corporation ("Ally" together with Ally Bank, the "Lender"), pursuant to which the Lender may provide up to $25 million in financing, or such lesser sum which may be advanced to or on behalf of RMBL MO from time to time, as part of its floorplan vehicle financing program. Advances under the Credit Facility require that the Company maintain 10.0% of the advance amount as restricted cash. Advances under the Credit Facility will bear interest at a per annum rate designated from time to time by the Lender and will be determined using a 365/360 simple interest method of calculation, unless expressly prohibited by law. Advances under the Credit Facility, if not demanded earlier, are due and payable for each vehicle financed under the Credit Facility as and when such vehicle is sold, leased, consigned, gifted, exchanged, transferred, or otherwise disposed of. Interest under the Credit Facility is due and payable upon demand, but, in general, in no event later than 60 days from the date of request for payment. Upon any event of default (including, without limitation, RMBL MO's obligation to pay upon demand any outstanding liabilities of the Credit Facility), the Lender may, at its option and without notice to the RMBL MO, exercise its right to demand immediate payment of all liabilities and other indebtedness and amounts owed to Lender and its affiliates by RMBL MO and its affiliates. The Credit Facility is secured by a grant of a security interest in the vehicle inventory and other assets of RMBL MO and payment is guaranteed by the Company pursuant to a guaranty in favor of the Lender and secured by the Company pursuant to a General Security Agreement. Interest expense on the Credit Facility for the three-month and six-month periods ended , 2019 was 136,223 293,600 Interest expense on the Credit Facility 3,517 and 9,600 Loan Agreement-Hercules Capital Inc. On May 14, 2019, the Company made a payment to Hercules Capital Inc. ("Hercules") of $11,134,696, representing the principal, accrued and unpaid interest, fees, costs and expenses outstanding under its Loan and Security Agreement (the "Loan Agreement") with Hercules dated April 30, 2018 (the "Hercules Indebtedness"). Upon the payment, all outstanding indebtedness and obligations of the Company owed to Hercules under the Loan Agreement were paid in full, and the Loan Agreement has been terminated. The Company used a portion of the net proceeds from the Note Offering (described below) to pay the Hercules Indebtedness. In accordance with the guidance in ASC 470-50, Debt

Convertible Notes

Convertible Notes	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Convertible Notes	As of June 30, 2019, the outstanding convertible promissory notes net of debt discount and issue costs are summarized as follows: Face Amount Debt Discount Carrying Amount Convertible senior notes $ 30,000,000 $ 11,420,560 $ 18,579,440 Convertible notes-Autosport $1,536,000 unsecured note 1,536,000 389,244 1,146,756 $500,000 unsecured note 500,000 14,855 485,145 $257,933 unsecured note 257,933 41,047 216,886 32,293,933 $ 11,865,706 20,428,227 Less: Current portion (1,077,933 ) (1,077,933 ) Long-term portion $ 31,216,000 $ 19,350,294 Convertible Senior Notes On May 9, 2019, the Company entered into a purchase agreement (the "Purchase Agreement") with JMP Securities LLC ("JMP Securities") to issue and sell $30.0 million in aggregate principal amount of its 6.75% Convertible Senior Notes due 2024 (the "Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Note Offering"). The Company paid JMP Securities a fee of 7% of the gross proceeds in the Note Offering. The net proceeds for the Note Offering were approximately $27.3 million. The Notes were issued on The initial conversion rate of the Notes is 173.9130 shares of Class B Common Stock, per $1,000 principal amount of the Notes, subject to adjustment (which is equivalent to an initial conversion price of approximately $5.75 per share, subject to adjustment). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change. The Notes are not redeemable by the Company prior to the May 6, 2022. may redeem for cash all or any portion of the Notes, at its option, on or after May 6, 2022 if the last reported sale price of the Company's Class B Common Stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. If redeemed, the Company will make an interest make-whole payment to the converting holder equal to the sum of the present values of the scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the conversion date through the earlier of the date that is two years after the conversion date and June 15, 2022. In connection with the Note Offering, the Company entered into a registration rights agreement with JMP Securities, pursuant to which the Company has agreed to file with the SEC an automatic shelf registration statement, if the Company is eligible to do so and has not already done so, and, if the Company is not eligible for an automatic shelf registration statement, then in lieu of the foregoing the Company shall file a shelf registration statement for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Notes pursuant to Rule 415 or any similar rule that may be adopted by the Commission, and use its commercially reasonable efforts to cause the shelf registration statement to become or be declared effective under the Securities Act on the day that is 120 days after May 9, 2019. As of June 30, 2019, the conditions allowing holders of the Notes to convert have not been met and therefore the Notes are not yet convertible. We account for the Notes in accordance with FASB ASC 470, Debt Derivatives and Hedging We allocate transaction costs related to the issuance of the Notes to the liability and equity components using the same proportions as the initial carrying value of the Notes. Transaction costs attributable to the debt component were $1,790,088 and are being amortized to interest expense using the effective interest method over the term of the Notes. Transaction costs attributable to the equity component were $754,375 as of June 30, 2019 and are netted with the equity component of the Notes in stockholders' equity. Transactions costs attributable to the derivative liability were $118,038 and were expensed during the three-month and six month periods ended June 30, 2019. The interest expense recognized related to the Notes was as follows: Three and Six-months Ended June 30 (in thousands) 2019 2018 Contractual interest expense $ 292,500 $ - Amortization of debt discounts 199,528 - Total $ 492,028 $ - Convertible Notes-Autosport USA On February 3, 2019, in connection with the Autosport Acquisition, the Company issued (i) the Promissory Note, and (ii) the Convertible Note in favor of the Seller. In connection with the Autosport Acquisition, the Buyer also assumed additional debt of $257,933 pursuant to the Second Convertible Note. The Promissory Note has a term of fifteen months and will accrue interest at a simple rate of 5% per annum. Interest under the Promissory Note is payable upon maturity. Any interest and principal due under the Promissory Note is convertible, at the Buyer's option into shares of the Company's Class B Common Stock at a conversion price equal to the weighted average trading price of the Company's Class B Common Stock on the Nasdaq Stock Exchange for the twenty (20) consecutive trading days preceding the conversion date. The number of shares of the Company's Class B Common Stock issuable pursuant to the Promissory Note is indeterminate at this time. The Convertible Note has a term of three years and will accrue interest at a rate of 6.5% per annum. Interest under the Convertible Note is payable monthly for the first 12 months, and thereafter monthly payments of amortized principal and interest will be due. Any interest and principal due under the Convertible Note is convertible into shares of the Company's Class B Common Stock at a conversion price of $5.75 per share, (i) at the Seller's option, or (ii) at the Buyer's option, on any day that (a) any portion of the principal of the Convertible Note remains unpaid and (b) the weighted average trading price of the Company's Class B Common Stock on Nasdaq for the twenty (20) consecutive trading days preceding such day has exceeded $7.00 per share. The maximum number of shares issuable pursuant to the Convertible Note is 319,221 shares of the Company's Class B Common Stock. The Second Convertible Note has a term of one year and will accrue interest at a simple rate of 5% per annum. Monthly payments of amortized principal and interest will be due under the Second Convertible Note. Any interest and principal due under the Second Convertible Note is convertible into shares of the Company's Class B Common Stock at a conversion price of $5.75 per share, (i) at the Seller's option, or (ii) at the Buyer's option, on any day that (a) any portion of the principal of the Second Convertible Note remains unpaid and (b) the weighted average trading price of the Company's Class B Common Stock on Nasdaq for the twenty (20) consecutive trading days preceding such day has exceeded $7.00 per share. The maximum number of shares issuable pursuant to the Second Convertible Note is 47,101 shares of the Company's Class B Common Stock.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2019
Stockholders' equity:
Stockholders' Equity	On January 9, 2017, the Company's Board of Directors approved, subject to stockholder approval, the adoption of the Plan. On June 30, 2017, the Plan was approved by the Company's stockholders at the 2017 Annual Meeting of Stockholders. Also, amendments to the Plan were approved by the Company's Board of Directors and stockholders during 2018 and 2019. The purposes of the Plan are to attract, retain, reward and motivate talented, motivated and loyal employees and other service providers ("Eligible Individuals") by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such persons and the stockholders of the Company. The Plan allows the Company to grant a variety of stock-based and cash-based awards to Eligible Individuals. The number of shares of Class B Common Stock authorized under the Plan is 4,000,000 shares. As of June 30, 2019, the Company has granted 2,936,011 restricted stock units ("RSUs") under the Plan to certain officers and employees of the Company. The aggregate fair value of the RSUs, net of expected forfeitures was $13,284,838. The RSUs generally vest over a three-year period as follows: (i) 20% on the first anniversary of the grant date; (ii) 30% on the second anniversary of the grant date; and (iii) 50% on the third anniversary of the grant date. The fair value of the grant is amortized over t On February 11, 2019, the Company completed an underwritten public offering of 1,276,500 shares of its Class B Common Stock at a price of $5.55 per share for net proceeds to the Company of approximately $6,543,655. The completed offering included 166,500 shares of Class B Common Stock issued upon the underwriter's exercise in full of its over-allotment option. On May 9, 2019, the Company entered into a Securities Purchase Agreement with certain accredited investors (the "Investors") pursuant to which the Company agreed to sell in a private placement (the "Private Placement") an aggregate of 1,900,000 shares of its Class B Common Stock, at a purchase price of $5.00 per share. JMP Securities served as the placement agent for the Private Placement. The Company paid JMP Securities a fee of 7% of the gross proceeds in the Private Placement. The Private Placement closed on May 17, 2019. The net proceeds for the Private Placement were approximately $8.6 million.

Selling, General And Administra

Selling, General And Administrative	6 Months Ended
	Jun. 30, 2019
Selling, General and Administrative Expense [Abstract]
Selling, General And Administrative	The following table summarizes the detail of selling, general and administrative expense for the three-month and six-month periods ended June 30, 2019 and 2018: Three-months Ended June 30 Six months Ended June 30 2019 2018 2019 2018 Selling, General and Administrative: Compensation and related costs $ 9,163,530 $ 1,530,427 $ 16,217,793 $ 2,930,903 Advertising and marketing 5,960,110 2,229,837 11,451,682 3,352,135 Professional fees 639,773 236,598 1,290,217 446,461 Technology development 538,580 211,489 1,031,293 494,828 General and administrative 8,705,572 1,337,158 15,456,596 2,201,674 $ 25,007,565 $ 5,545,509 $ 45,447,581 $ 9,426,001

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	6 Months Ended
	Jun. 30, 2019
Supplemental Cash Flow Information [Abstract]
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, 2019 and 2018: Six-Months Ended June 30, 2019 2018 Cash paid for interest $ 2,112,323 $ 139,794 Convertible notes payable issued in acquisition $ 2,293,933 $ -

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	U.S. Tax Reform On December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act, or the Tax Act, was signed in to law. The Tax Act, among other changes, reduces the U.S. federal corporate tax rate from 35% to 21%, requires taxpayers to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. On June 30, 2019, the Company did not have any foreign subsidiaries and the international aspects of the Tax Act are not applicable. No current provision for Federal income taxes was required for the three-month and six-month periods ended June 30, 2019 and 2018 due to the Company's operating losses. At December 31, 2018, the Company had operating loss carryforwards of approximately $30,961,231, a portion of which begin to expire in 2033. We have provided a valuation allowance on the deferred tax assets of $8,112,626 for the periods ended December 31, 2018. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment.

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2019
Earnings Per Share [Abstract]
Loss Per Share	The Company computes basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighed-average number of shares of common stock outstanding during the period. The diluted net loss per share attributable to common stockholders is computed giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, 2,936,011 of RSUs, 327,094 of warrants to purchase shares of Class B Common Stock and 5,217,390 shares of Class B Common Stock issuable in connection with convertible debt are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	As of June 30, 2019, the Company had promissory notes of $ 370,556 7,853 42,783 and $83,520 34,930 67,901 —

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Legal Matters The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions (or settlements) may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

Concentrations

Concentrations	6 Months Ended
	Jun. 30, 2019
Risks and Uncertainties [Abstract]
Concentrations	The Company is dependent on third-party providers of wholesale vehicle auctions. The Company is dependent on their ability to provide services on a timely basis and at favorable pricing terms. The loss of these principal providers or a significant reduction in service availability could have a material adverse effect on the Company. The Company believes that its relationships with these providers are satisfactory.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2019
Segment Reporting [Abstract]
Segment Reporting	Based on the way the Company manages its business, the Company has determined that it currently operates two reportable segments: 1) vehicle distribution and 2) vehicle logistics and transportation services. Our vehicle distribution segment consists of the distribution of powersports and automotive and is anchored on a proprietary supply chain and distribution software platform that is supported with our mobile-first web and application strategy. Our technology platform enables efficient preowned vehicle acquisition and distribution, which allows us to maximize inventory value and reduce inventory risk by penetrating the entire vehicle supply chain in a faster and more cost-efficient manner. Our agnostic acquisition approach creates instant liquidity for both consumers and dealers and provides increased control over our inventory, enabling us to adjust our inventory in response to unforeseen market dynamics while allowing us to make swift decisions to benefit sales volume and margins. Our vehicle logistics and transportation services were added on the Acquisition Date in connection with the Express Acquisition. Our vehicle logistics and transportation service segment provide nationwide automotive transportation services between dealerships and auctions. In the normal course of operations, our vehicle logistics and transportation services business provide transportation services to our vehicle distribution business, which is a related party. Billings for such services are based on negotiated rates, which approximates fair value, and are reflected as revenue of the billing segment. Revenue and cost of revenue for such services are eliminated in the condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2019. Our Chief Executive Officer focuses on results in assessing operating performance and allocating resources for each of our segments. Furthermore, the Company offers similar products and services and uses similar processes to sell those products and services to similar classes of customers throughout the United States. Vehicle Distribution Vehicle Logistics and Transportation Eliminations Total Three Months Ended June 30, 2019 Total assets $ 159,944,256 $ 6,782,885 $ (27,778,983 ) $ 138,948,158 Revenue $ 264,162,016 $ 8,829,632 $ (2,811,744 ) $ 270,179,904 Operating income (loss) $ (10,250,189 ) $ 432,698 $ - $ (9,817,491 ) Depreciation and amortization $ 425,587 $ 1,851 $ - $ 427,438 Interest expense $ 1,874,710 $ 148 $ - $ 1,874,858 Three Months Ended June 30, 2018 Total assets $ 17,388,610 $ - $ - $ 17,388,610 Revenue $ 13,914,534 $ - $ - $ 13,914,534 Operating income (loss) $ (4,498,506 ) $ - $ - $ (4,498,506 ) Depreciation and amortization $ 217,827 $ - $ - $ 217,827 Interest expense $ 237,820 $ - $ - $ 237,820 Six Months Ended June 30, 2019 Total assets $ 159,944,256 $ 6,782,885 $ (27,778,983 ) $ 138,948,158 Revenue $ 481,998,363 $ 17,005,642 $ (5,646,342 ) $ 493,357,663 Operating income (loss) $ (17,627,751 ) $ 979,088 $ - $ (16,648,663 ) Depreciation and amortization $ 805,960 $ 3,703 $ - $ 809,663 Interest expense $ 3,319,843 $ 148 $ - $ 3,319,991 Six Months Ended June 30, 2018 Total assets $ 17,388,610 $ - $ - $ 17,388,610 Revenue $ 21,944,738 $ - $ - $ 21,944,738 Operating income (loss) $ (8,025,863 ) $ - $ - $ (8,025,863 ) Depreciation and amortization $ 423,595 $ - $ - $ 423,595 Interest expense $ 324,340 $ - $ - $ 324,340

Description of Business and S_2

Description of Business and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Organization	RumbleOn, Inc. (the "Company") was incorporated in October 2013 under the laws of the State of Nevada, as Smart Server, Inc. ("Smart Server"). On February 13, 2017, the Company changed its name from Smart Server, Inc. to RumbleOn, Inc.
Description of Business	In July 2016, Berrard Holdings Limited Partnership ("Berrard Holdings") acquired 99.5% of the common stock of the Company from the principal stockholder. Shortly after the Berrard Holdings common stock purchase, the Company began exploring the development of a capital light e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned vehicles in one online location and in April 2017, the Company launched its platform. The Company's goal is to transform the way pre-owned vehicles are bought and sold by providing users with the most efficient, timely and transparent transaction experience. While the Company's initial customer facing emphasis through most of 2018 was on motorcycles and other powersports, the Company continues to enhance its platform to accommodate nearly any VIN-specific vehicle including motorcycles, ATVs, boats, RVs, cars and trucks, and via its acquisition of Wholesale, Inc. in October 2018, the Company is making a concerted effort to grow its cars and light truck categories. On October 26, 2018, the Company entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with the Company's newly-formed acquisition subsidiary RMBL Tennessee, LLC, a Delaware limited liability company ("Merger Sub"), Wholesale Holdings, Inc., a Tennessee corporation ("Holdings"), Wholesale, LLC, a Tennessee limited liability company ("Wholesale"), Steven Brewster and Janelle Brewster (each a "Stockholder," and together the "Stockholders"), Steven Brewster, a Tennessee resident, as the representative of each Stockholder (the "Representative"), and Marshall Chesrown and Steven R. Berrard, providing for the merger of Holdings with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of the Company (the "Wholesale Transaction"). On October 29, 2018, the Company entered into an Amendment to the Merger Agreement making a technical correction to the definition of "Parent Consideration Shares" contained in the Merger Agreement. Also, on October 26, 2018, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), by and among the Company, Steven Brewster and Justin Becker (together the "Express Sellers"), and Steven Brewster as representative of the Express Sellers, pursuant to which the Company acquired all of the membership interests (the "Express Transaction," and together with the Wholesale Transaction, the "Transactions") in Wholesale Express, LLC, a Tennessee limited liability company. The Transactions were both completed on October 30, 2018 (the "Acquisition Date"). As consideration for the Wholesale Transaction, the Company (i) paid cash consideration of $12,353,941, subject to certain customary post-closing adjustments, and (ii) issued to the Stockholders 1,317,329 shares (the "Stock Consideration") of the Company's Series B Non-Voting Convertible Preferred Stock, par value $0.001 (the "Series B Preferred"). As consideration for the Express Transaction, the Company paid cash consideration of $4,000,000, subject to certain customary post-closing adjustments. Wholesale Inc. is one of the largest independent distributors of pre-owned vehicles in the United States and Wholesale Express, LLC is a related logistics company. On February 3, 2019, the Company completed the acquisition (the "Autosport Acquisition") of all of the equity interests of Autosport USA, Inc. ("Autosport"), an independent pre-owned vehicle distributor, pursuant to a Stock Purchase Agreement, dated February 1, 2019 (the "Stock Purchase Agreement"), by and among RMBL Express, LLC (the "Buyer"), a wholly owned subsidiary of Company, Scott Bennie (the "Seller") and Autosport. Aggregate consideration for the Autosport Acquisition consisted of (i) a closing cash payment of $600,000, plus (ii) a fifteen-month $500,000 promissory note (the "Promissory Note") in favor of the Seller, plus (iii) a three-year $1,536,000 convertible promissory note (the "Convertible Note") in favor of the Seller, plus (iv) contingent earn-out payments payable in the form of cash and/or the Company's Class B Common Stock (the "Earn-Out Shares") for up to an additional $787,500 if Autosport achieves certain performance thresholds. In connection with the Autosport Acquisition, the Buyer also paid outstanding debt of Autosport of $235,000 and assumed additional debt of $257,933 pursuant to a promissory note payable to Seller (the "Second Convertible Note"). Serving both consumers and dealers, through its online marketplace platform, the Company makes cash offers for the purchase of pre-owned vehicles. In addition, the Company offers a large inventory of pre-owned vehicles for sale along with third-party financing and associated products. The Company's operations are designed to be scalable by working through an infrastructure and capital light model that is achievable by virtue of a synergistic relationship with its regional partners, which are primarily auctions. The Company utilizes regional partners in the acquisition of pre-owned vehicles to provide inspection, reconditioning and distribution services. These regional partners earn incremental revenue and enhance profitability through fees from inspection, reconditioning and distribution programs. Our business model is driven by our proprietary technology platform. Our initial platform was acquired in February 2017, through our acquisition of substantially all of the assets of NextGen Dealer Solutions, LLC ("NextGen"). Since that time, we have expanded the functionality of that platform through a significant number of high-quality technology development projects and initiatives. Included in these new technology development projects and initiatives were modules or significant upgrades to the existing platforms for: (i) Retail online auction; (ii) native IOS and Android apps; (iii) new architecture on website design and functionality; (iv) RumbleOn Marketplace; (v) redesigned cash offer tool; (vi) deal-jacket tracking tool; (vii) inventory tracking tool; (viii) CRM and multiple third-party integrations; (ix) new analytics and machine learning initiatives; and (x) IT monitoring infrastructure.
Basis of Presentation	The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC") and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company's Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair presentation of their financial condition, results of operations, and cash flows for the periods presented. The information at December 31, 2018 in the Company's Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets included in the Company's 2018 Annual Report on Form 10-K filed with the SEC on April 1, 2019. The Company's 2018 Annual Report on Form 10-K, together with the information incorporated by reference into such report, is referred to in this quarterly report as the "2018 Annual Report." This quarterly report should be read in conjunction with the 2018 Annual Report.
Use of Estimates	The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenue and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management's experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company's assets and liabilities and the results of operations.
Earnings (Loss) Per Share	The Company follows the FASB Accounting Standards Codification ("ASC") Topic 260- Earnings per share
Revenue Recognition	Revenue for our vehicle distribution segment is derived primarily from our online marketplace and auctions which primarily include: (i) the sale of pre-owned vehicles to consumer and dealers; (ii) vehicle financing; and (iii) vehicle service contracts. Revenue from our vehicle logistics and transportation service segment is derived by providing automotive transportation services between dealerships and auctions throughout the United States. We adopted ASC 606, Revenue from Contracts with Customers For vehicles sold at wholesale to dealers we satisfy our performance obligation for vehicles sales when the wholesale purchaser obtains control of the underlying vehicle, which is upon delivery when the transfer of title, risks and rewards of ownership and control pass to the dealer. We recognize revenue at the amount we expect to receive for the used vehicle, which is the fixed price determined at the auction. The purchase price of the wholesale vehicle is typically due and collected within 30 days of delivery of the wholesale vehicle. For vehicles sold to consumers the purchase price is set forth in the customer contracts at a stand-alone selling price which is agreed upon prior to delivery. We satisfy our performance obligation for used vehicle sales upon delivery when the transfer of title, risks and rewards of ownership and control pass to the customer. We recognize revenue at the agreed upon purchase price stated in the contract, including any delivery charges, less an estimate for returns. Our return policy allows customers to initiate a return during the first three days after delivery. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for used vehicle sales to consumers includes noncash consideration representing the value of trade-in vehicles, if applicable, as stated in the contract. Prior to the delivery of the vehicle, the payment is received, or financing has been arranged. Payments from customers that finance their purchases with third parties are typically due and collected within 30 days of delivery of the used vehicle. In future periods additional provisions may be necessary due to a variety of factors, including changing customer return patterns due to the maturation of the online vehicle buying market, macro- and micro-economic factors that could influence customer return behavior and future pricing environments. If these factors result in adjustments to sales returns, they could significantly impact our future operating results. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. Vehicle finance fee revenue is recognized upon delivery of the vehicle to the customer, when the sales contract is signed, and the financing has been arranged. We may be charged back for a fee in the event a contract is prepaid, defaulted upon, or terminated. Our risk related to contract cancellations is limited to the commissions that we receive. Cancellations will fluctuate depending on the customer financing default or prepayment rates and shifts in customer behavior. To the extent that actual experience differs from historical trends, there could be adjustments to our finance contract cancellation reserves. Commission revenue on vehicle service contracts is recognized at the time of sale, net of a reserve for estimated contract cancellations. The reserve for cancellations is estimated based on historical experience and recent trends. Our risk related to contract cancellations is limited to the commissions that we receive. Cancellations will fluctuate depending on the customer financing default or prepayment rates, and shifts in customer behavior, including those related to changes in the coverage or term of the product. To the extent that actual experience differs from historical trends, there could be adjustments to our contract cancellation reserves. Vehicle logistics and transportation services revenue is generated primarily by entering into freight brokerage The transaction price is based on the consideration specified in the customer's contract. A performance obligation is created when the customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. freight brokerage Performance obligations are short-term, with transit days less than one week. Generally, customers are billed either upon shipment of the vehicle or on a monthly basis, and remit payment according to approved payment terms, generally not to exceed 30 days.
Purchase Accounting for Business Combinations	The Company accounts for acquisitions by allocating the fair value of the consideration transferred to the fair value of the assets acquired and liabilities assumed on the date of the acquisition and any remaining difference is recorded as goodwill. Adjustments may be made to the preliminary purchase price allocation when facts and circumstances that existed on the date of the acquisition surface during the allocation period subsequent to the preliminary purchase price allocation, not to exceed one year from the date of acquisition. Contingent consideration is recorded at fair value based on the facts and circumstances on the date of the acquisition and any subsequent changes in the fair value are recorded through earnings each reporting period.
Goodwill	Goodwill represents the excess purchase price over the fair value of net assets acquired which is not allocable to separately identifiable intangible assets. Other identifiable intangible assets, such as domain names, are separately recognized if the intangible asset is obtained through contractual or other legal right or if the intangible asset can be sold, transferred, licensed or exchanged. Goodwill is not amortized but tested for impairment at least annually, and more frequently if events or circumstances indicate the carrying amount of the reporting unit more likely than not exceeds fair value. We have the option to qualitatively or quantitatively assess goodwill for impairment and we evaluated our goodwill using a qualitative assessment process. Goodwill is tested for impairment at the reporting unit level. We test our goodwill for impairment in December of each year. In 2018, we evaluated our goodwill using a qualitative assessment process. If the qualitative factors determine that it is more likely than not that the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the qualitative assessment determines it is more likely than not the fair value is less than the carrying amount, we would further evaluate for potential impairment. There was no impairment of goodwill as of June 30, 2019.
Leases	Effective January 1, 2019, the Company adopted ASC 842, Leases ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company's leases is generally not determinable and therefore the incremental borrowing rate at the lease commencement date is utilized to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. Management determines the incremental borrowing rate for each lease using the Company's estimated borrowing rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease. The ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company's leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option will be exercised. An option to terminate is considered unless the Company is reasonably certain the option will not be exercised.
Long-Lived Assets	Property and equipment is reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to the future net cash flows expected to be generated by the asset. If such assets or asset groups are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets or asset groups exceeds the related fair values. The Company also performs a periodic assessment of the useful lives assigned to the long-lived assets.
Technology Development Costs	Technology development costs are accounted for pursuant to ASC 350, Intangibles — Goodwill and Other
Vehicle Inventory	Vehicle inventory is accounted for pursuant to ASC 330, Inventory
Cash and Cash Equivalents	The Company considers all cash accounts and all highly liquid short-term investments purchased with an original maturity of three months or less to be cash or cash equivalents. As of June 30, 2019 and December 31, 2018, the Company did not have any investments with maturities greater than three months.
Restricted Cash	In connection with the execution of the Inventory Financing and Security Agreement (the "Credit Facility") by and among the Company's subsidiary, RMBL Missouri, LLC ("RMBL MO"), Ally Bank ("Ally") and Ally Financial, Inc., dated February 16, 2018 the parties entered into a Credit Balance Agreement, and so long as the Company owes any debt to Ally or until the bank otherwise consents, the Company agrees to maintain a Credit Balance at Ally of 1) at least 10% of the amount of the Company's approved and available credit line under the Credit Facility and 2) no greater than 25% of the total principal amount owed to Ally for inventory financed under the Credit Facility. In connection with the inventory financing contract (the "NextGear Facility"), entered into by the Company, its wholly owned subsidiary RMBL Tennessee, Inc., Wholesale, Inc. and NextGear Capital, Inc. ("NextGear"), dated October 30, 2018, Wholesale, Inc. and NextGear entered into a Reserve Agreement requiring Wholesale, Inc. to pay to NextGear $5.5 million (the "Reserve") to be collateral and security for Wholesale Inc.'s liability under the NextGear Facility as well as any amounts owed by Wholesale, Inc. to NextGear and its affiliates, and each of their respective directors, officers, principals, trustees, partners, shareholders or other holders of any ownership interest, as the case may be, employees, representatives, attorneys and agents. NextGear is not required to pay Wholesale Inc. interest on the Reserve balance. Upon the satisfaction of all obligations and the termination by NextGear of the NextGear Facility, NextGear will return to Wholesale, Inc., upon its written request to NextGear no earlier than ten (10) business days from the date the obligations were indefeasibly paid and satisfied in full and the NextGear Facility and terminated by Lender.
Property and Equipment, Net	Property and equipment is stated at cost less accumulated depreciation and amortization and consists of capitalized technology development costs, furniture and equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful life of the assets. Costs of significant additions, renewals and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred.
Embedded Conversion Features	The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging Debt with Conversion and Other Options From time to time, the Company has issued convertible notes that have conversion prices that create an embedded beneficial conversion feature pursuant to the guidelines established by the ASC Topic 470-20. The Beneficial Conversion Feature ("BCF") of a convertible security is normally characterized as the convertible portion or feature of certain securities that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible security when issued and also records the estimated fair value of any conversion feature issued with those securities. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The debt discount is amortized to interest expense over the life of the note using the effective interest method. The Company calculates the fair value of the conversion feature embedded in any convertible security using either a) the Black Scholes valuation model or b) a discount cash flow analysis tested for sensitivity to key Level 3 inputs using Monte Carlo simulation.
Debt Issuance Costs	Debt issuance costs are accounted for pursuant to FASB Accounting Standards Update ("ASU") 2015-03 , Simplifying the Presentation of Debt Issuance Costs
Stock-Based Compensation	On June 30, 2017, the Company's shareholders approved a Stock Incentive Plan (the "Plan") under which restricted stock units ("RSUs") and other equity awards may be granted to employees and non-employee members of the Board of Directors. The number of shares of Class B Common Stock authorized for issuance under the Plan is 4,000,000 shares. The Company estimates the fair value of awards granted under the Plan on the date of grant. The fair value of an RSU is based on the average of the high and low market prices of the Company's Class B Common Stock on the date of grant and is recognized as an expense on a straight-line basis over its vesting period; to date, substantially all the RSUs issued vest over a three-year period utilizing the following vesting schedule: (i) 20% on the first anniversary of the grant date; (ii) 30% on the second anniversary of the grant date; and (iii) 50% on the third anniversary of the grant date.
Recent Pronouncements	In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements
Accounting Standards Issued But Not Yet Adopted	In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Accounts Receivable, Net (Table

Accounts Receivable, Net (Tables)	6 Months Ended
	Jun. 30, 2019
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Schedule of accounts receivable, net	June 30, 2019 December 31, 2018 Trade $ 12,809,892 $ 8,264,045 Finance 143,779 148,378 Other 18,357 229,577 12,972,028 8,642,000 Less: allowance for doubtful accounts 201,664 176,190 $ 12,770,364 $ 8,465,810

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Jun. 30, 2019
Inventory Disclosure [Abstract]
Schedule of inventory	June 30, 2019 December 31, 2018 Pre-owned vehicles: Powersport vehicles $ 9,368,268 $ 9,783,093 Automobiles and trucks 59,081,279 43,081,136 68,449,547 52,864,229 Less: Valuation allowance 493,271 672,706 $ 67,956,276 $ 52,191,523

Acquisition (Tables)

Acquisition (Tables)	6 Months Ended
	Jun. 30, 2019
Business Combinations [Abstract]
Purchase price consideration	Purchase price consideration: Cash $ 835,000 $1,536,000 convertible note 1,536,000 $500,000 convertible note 500,000 $257,933 Promissory note 257,933 $ 3,128,933 Estimated fair value of assets: Accounts receivable 3,177,660 Inventory 2,862,004 6,039,664 Estimated fair value of liabilities assumed: Accounts payable and other 5,858,601 Excess of assets over liabilities 181,063 Goodwill 2,947,870 $ 3,128,933
Supplemental pro forma information	Three-Months Ended June 30, Six-Months Ended June 30, 2019 2018 2019 2018 Pro forma revenue $ 270,179,904 $ 197,127,424 $ 499,676,272 $ 379,187,541 Pro forma net loss $ (13,001,599 ) $ (4,537,741 ) $ (21,314,928 ) $ (8,017,204 ) Loss per share - basic and fully diluted $ (.58 ) $ (.24 ) $ (.98 ) $ (.43 ) Weighted-average common shares and common stock equivalents outstanding basic and fully diluted 22,236,175 18,630,722 21,703,656 18,591,762

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2019
Property, Plant and Equipment [Abstract]
Property and equipment	June 30, 2019 December 31, 2018 Vehicles $ 326,506 $ 417,666 Furniture and equipment 474,546 474,546 Technology development and software 7,697,073 5,777,504 Leasehold improvements 160,389 136,386 Total property and equipment 8,658,514 6,806,102 Less: accumulated depreciation and amortization 2,411,348 1,628,225 Property and equipment, net $ 6,247,166 $ 5,177,877

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2019
Leases [Abstract]
Supplemental cash flow information related to operating leases	Six Months Ended June 30, 2019 Cash payments for operating leases $ 534,849 New right of use assets obtained in exchange for operating lease liabilities $ 375,455
Future minimum payments	2019 $ 799,388 2020 953,965 2021 616,286 thereafter - $ 2,369,639

Accounts Payable And Accrued Li

Accounts Payable And Accrued Liabilities (Tables)	6 Months Ended
	Jun. 30, 2019
Accounts Payable and Accrued Liabilities [Abstract]
Accounts payable and accrued liabilities	June 30, 2019 December 31, 2018 Accounts payable $ 7,987,721 $ 7,528,003 Operating lease liability-current portion 859,877 - Accrued payroll 540,189 877,180 State and local taxes 377,623 1,073,649 Other accrued expenses 3,771,783 1,076,081 $ 13,537,193 $ 10,554,913

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2019
Notes Payable [Abstract]
Notes payable	June 30, 2019 December 31, 2018 Notes payable-NextGen dated February 8, 2017. Interest is payable semi-annually at 6.5% through February 9, 2019 and 8.5% through maturity which is February 8, 2020. $ 1,333,334 $ 1,333,334 Notes payable-private placement dated March 31, 2017. Interest is payable semi-annually at 6.5% through June 30, 2019 and 8.5% through maturity which is March 31, 2020. Unamortized debt discount of $212,776 and $334,998 as of June 30, 2019 and December 31, 2018, respectively. 667,000 667,000 Line of credit-floor plan dated February 16, 2018. Facility provides up to $25,000,000 of available credit secured by vehicle inventory and other assets. Interest rate at June 30, 2019 was 7.75%. Principal and interest are payable on demand. 6,679,436 8,866,894 Loan Agreement with Hercules Capital Inc. dated April 30, 2018 and as amended for tranche II on October 30, 2018. Tranche I- Interest only at 10.5% and is payable monthly through December 1, 2018. Principal and interest payments commence on June 1, 2019 through maturity which is May 1, 2021. Trance II-Interest payable monthly at 11.0%. Principal payable at maturity on October 1, 2021. Unamortized debt issuance costs at $1,547,412 December 31, 2018. - 10,857,500 Line of credit-floor plan dated October 30, 2018. Secured by vehicle inventory and other assets. Interest rate at June 30, 2019 of 5.5%. Principal and interest are payable on demand. 57,874,318 47,505,607 Less: Debt discount (212,776 ) (1,882,410 ) $ 66,341,312 $ 67,347,925 Current portion 66,341,312 58,555,006 Long-term portion $ - $ 8,792,919

Convertible Notes (Tables)

Convertible Notes (Tables)	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Convertible notes	Face Amount Debt Discount Carrying Amount Convertible senior notes $ 30,000,000 $ 11,420,560 $ 18,579,440 Convertible notes-Autosport $1,536,000 unsecured note 1,536,000 389,244 1,146,756 $500,000 unsecured note 500,000 14,855 485,145 $257,933 unsecured note 257,933 41,047 216,886 32,293,933 $ 11,865,706 20,428,227 Less: Current portion (1,077,933 ) (1,077,933 ) Long-term portion $ 31,216,000 $ 19,350,294
Interest expense	Three and Six-months Ended June 30 (in thousands) 2019 2018 Contractual interest expense $ 292,500 $ - Amortization of debt discounts 199,528 - Total $ 492,028 $ -

Selling, General And Administ_2

Selling, General And Administrative (Tables)	6 Months Ended
	Jun. 30, 2019
Selling, General and Administrative Expense [Abstract]
Selling, general and administrative expense	Three-months Ended June 30 Six months Ended June 30 2019 2018 2019 2018 Selling, General and Administrative: Compensation and related costs $ 9,163,530 $ 1,530,427 $ 16,217,793 $ 2,930,903 Advertising and marketing 5,960,110 2,229,837 11,451,682 3,352,135 Professional fees 639,773 236,598 1,290,217 446,461 Technology development 538,580 211,489 1,031,293 494,828 General and administrative 8,705,572 1,337,158 15,456,596 2,201,674 $ 25,007,565 $ 5,545,509 $ 45,447,581 $ 9,426,001

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	6 Months Ended
	Jun. 30, 2019
Supplemental Cash Flow Information [Abstract]
Supplemental cash flow information	Six-Months Ended June 30, 2019 2018 Cash paid for interest $ 2,112,323 $ 139,794 Convertible notes payable issued in acquisition $ 2,293,933 $ -

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2019
Segment Reporting [Abstract]
Segment information	Vehicle Distribution Vehicle Logistics and Transportation Eliminations Total Three Months Ended June 30, 2019 Total assets $ 159,944,256 $ 6,782,885 $ (27,778,983 ) $ 138,948,158 Revenue $ 264,162,016 $ 8,829,632 $ (2,811,744 ) $ 270,179,904 Operating income (loss) $ (10,250,189 ) $ 432,698 $ - $ (9,817,491 ) Depreciation and amortization $ 425,587 $ 1,851 $ - $ 427,438 Interest expense $ 1,874,710 $ 148 $ - $ 1,874,858 Three Months Ended June 30, 2018 Total assets $ 17,388,610 $ - $ - $ 17,388,610 Revenue $ 13,914,534 $ - $ - $ 13,914,534 Operating income (loss) $ (4,498,506 ) $ - $ - $ (4,498,506 ) Depreciation and amortization $ 217,827 $ - $ - $ 217,827 Interest expense $ 237,820 $ - $ - $ 237,820 Six Months Ended June 30, 2019 Total assets $ 159,944,256 $ 6,782,885 $ (27,778,983 ) $ 138,948,158 Revenue $ 481,998,363 $ 17,005,642 $ (5,646,342 ) $ 493,357,663 Operating income (loss) $ (17,627,751 ) $ 979,088 $ - $ (16,648,663 ) Depreciation and amortization $ 805,960 $ 3,703 $ - $ 809,663 Interest expense $ 3,319,843 $ 148 $ - $ 3,319,991 Six Months Ended June 30, 2018 Total assets $ 17,388,610 $ - $ - $ 17,388,610 Revenue $ 21,944,738 $ - $ - $ 21,944,738 Operating income (loss) $ (8,025,863 ) $ - $ - $ (8,025,863 ) Depreciation and amortization $ 423,595 $ - $ - $ 423,595 Interest expense $ 324,340 $ - $ - $ 324,340

Accounts Receivable, Net (Detai

Accounts Receivable, Net (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Trade	$ 12,809,892	$ 8,264,045
Finance	143,779	148,378
Other	18,357	229,577
Accounts receivable, gross	12,972,028	8,642,000
Less: allowance for doubtful accounts	201,664	176,190
Accounts receivable, net	$ 12,770,364	$ 8,465,810

Inventory (Details)

Inventory (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Inventory, gross	$ 68,449,547	$ 52,864,229
Less: valuation allowance	493,271	672,706
Inventory, net	67,956,276	52,191,523
Powersport Vehicles
Inventory, gross	9,368,268	9,783,093
Automobiles and Trucks
Inventory, gross	$ 59,081,279	$ 43,081,136

Acquisitions (Details)

Acquisitions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Goodwill	$ 29,055,016	$ 26,107,146
Autosport
Cash	835,000
$1,536,000 convertible note	1,536,000
$500,000 convertible note	500,000
$257,933 Promissory note	257,933
Total purchase price	3,128,933
Accounts receivable	3,177,660
Inventory	2,862,004
Estimated fair value of assets	6,039,664
Accounts payable and other	5,858,601
Excess of (liabilities over assets) assets over liabilities	181,063
Goodwill	2,947,870
Total	$ 3,128,933

Acquisitions (Details 1)

Acquisitions (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Business Combinations [Abstract]
Pro forma revenue	$ 270,179,904	$ 197,127,424	$ 499,676,272	$ 379,187,541
Pro forma net loss	$ (13,001,599)	$ (4,537,741)	$ (21,314,928)	$ (8,017,204)
Loss per share - basic	$ (.58)	$ (.24)	$ (.98)	$ (.43)
Loss per share - fully diluted	$ (0.58)	$ (0.24)	$ (0.98)	$ (0.43)
Weighted average common shares and common stock equivalents outstanding - basic and fully diluted	22,236,175	18,630,722	21,703,656	18,591,762

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Vehicles	$ 326,506	$ 417,666
Furniture and equipment	474,546	474,546
Technology development	7,697,073	5,777,504
Leasehold improvements	160,389	136,386
Total property and equipment	8,658,514	6,806,102
Less: accumulated depreciation and amortization	2,411,348	1,628,225
Property and equipment, net	$ 6,247,166	$ 5,177,877

Property and Equipment, Net (_2

Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Capitalized technology development cost	$ 7,489,062		$ 7,489,062
Technology costs incurred	1,578,320	$ 643,589	2,950,863	$ 1,112,897
Amortization of capitalized technology development costs	$ 340,286	$ 185,071	$ 632,032	$ 358,831

Leases (Details)

Leases (Details)	6 Months Ended
	Jun. 30, 2019USD ($)
Leases [Abstract]
Cash payments for operating leases	$ 534,949
New right of use assets obtained in exchange for operating lease liabilities	$ 375,455

Leases (Details 1)

Leases (Details 1)	Dec. 31, 2018USD ($)
Leases [Abstract]
2019	$ 799,388
2020	953,965
2021	616,286
Thereafter	0
Total	$ 2,369,639

Accounts Payable And Accrued _2

Accounts Payable And Accrued Liabilities (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Accounts Payable and Accrued Liabilities [Abstract]
Accounts payable	$ 7,987,721	$ 7,528,003
Operating lease liability-current portion	859,877	0
Accrued payroll	540,189	877,180
State and local taxes	377,623	1,073,649
Other accrued expenses	3,771,783	1,076,081
Total accounts payable and accrued liabilities	$ 13,537,193	$ 10,554,913

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Note payable	$ 66,341,312	$ 67,347,925
Less: debt discount	(212,776)	(1,882,410)
Current portion	66,341,312	58,555,006
Long-term portion	0	8,792,919
Notes Payable 1
Note payable	1,333,334	1,333,334
Note Payable 2
Note payable	667,000	667,000
Notes Payable 3
Note payable	6,679,436	8,866,894
Notes Payable 4
Note payable	0	10,857,500
Notes Payable 5
Note payable	$ 57,874,318	$ 47,505,607

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Interest expense	$ 1,874,858	$ 237,820	$ 3,319,991	$ 324,340
Line of Credit-NextGear
Interest expense	824,308		1,510,891
Line of Credit-Ally
Interest expense	$ 136,223	$ 3,517	$ 293,600	$ 9,600

Convertible Notes (Details)

Convertible Notes (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Debt discount	$ 212,776	$ 1,882,410
Carrying amount, current	(1,077,933)	0
Carrying amount, noncurrent	19,350,294	$ 0
Convertible Note 1
Face amount	30,000,000
Debt discount	11,420,560
Carrying amount	18,579,440
Convertible Note 2
Face amount	1,536,000
Debt discount	389,244
Carrying amount	1,146,756
Convertible Note 3
Face amount	500,000
Debt discount	14,855
Carrying amount	485,145
Convertible Note 4
Face amount	257,933
Debt discount	410,447
Carrying amount	216,886
Total Convertible Notes
Face amount	32,293,933
Face amount, current	(1,077,933)
Face amount, noncurrent	21,216,000
Debt discount	11,865,706
Debt discount, current	0
Debt discount, noncurrent	0
Carrying amount	20,428,227
Carrying amount, current	(1,077,933)
Carrying amount, noncurrent	$ 19,350,294

Convertible Notes (Details 1)

Convertible Notes (Details 1) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Debt Disclosure [Abstract]
Contractual interest expense	$ 292,500	$ 0
Amortization of debt discounts	199,528	0
Total	$ 492,028	$ 0

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Stockholders' equity:
RSUs granted			2,936,011
RSU aggregate fair value	$ 13,284,838		$ 13,284,838
Compensation expense	956,991	$ 349,388	1,646,112	$ 676,095
Unrecognized stock-based compensation	$ 9,465,785		$ 9,465,785
Unrecognized stock-based compensation, rrecognition period			2 years 9 months

Selling, General And Administ_3

Selling, General And Administrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Selling, General and Administrative Expense [Abstract]
Compensation and related costs	$ 9,163,530	$ 1,530,427	$ 16,217,793	$ 2,930,903
Advertising and marketing	5,960,110	2,229,837	11,451,682	3,352,135
Professional fees	639,773	236,598	1,290,217	446,461
Technology development	538,580	211,489	1,031,293	494,828
General and administrative	8,705,572	1,337,158	15,456,596	2,201,674
Total selling general and administrative	$ 25,007,565	$ 5,545,509	$ 45,447,581	$ 9,426,001

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 1,607,658	$ 139,794
Convertible note payable issued acquisition	$ 2,293,933	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	Dec. 31, 2018USD ($)
Income Tax Disclosure [Abstract]
Operating loss carryforward	$ 30,961,231
Valuation allowance on the deferred tax assets	$ 8,112,626

Loss Per Share (Details Narrati

Loss Per Share (Details Narrative) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
RSU Member
Antidilutive shares excluded from computation	2,936,011	2,936,011	2,936,011	2,936,011
Warrants
Antidilutive shares excluded from computation	327,094	327,094	327,094	327,094
Class B Common Stock
Antidilutive shares excluded from computation	5,217,390	5,217,390	5,217,390	5,217,390

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Related Party Transactions [Abstract]
Promissory notes	$ 370,556		$ 370,556
Interest expense	42,783	$ 35,496	83,520	$ 67,610
Debt discount amortization	$ 34,930	$ 27,730	$ 67,901	$ 53,904

Segment Reporting (Details)

Segment Reporting (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Total assets	$ 138,948,158	$ 17,388,610	$ 138,948,158	$ 17,388,610	$ 108,926,381
Revenue	270,179,904	13,914,534	493,357,663	21,994,738
Operating income (loss)	(9,817,491)	(4,498,506)	(16,648,663)	(8,025,863)
Depreciation and amortization	427,438	217,827	809,663	423,595
Interest expense	1,874,858	237,820	3,319,991	324,340
Vehicle Distribution
Total assets	159,944,256	17,388,610	159,944,256	17,388,610
Revenue	264,162,016	13,914,534	481,998,363	21,994,738
Operating income (loss)	(10,250,189)	(4,498,506)	(17,627,751)	(8,025,863)
Depreciation and amortization	425,587	217,827	805,960	423,595
Interest expense	1,874,710	237,820	3,319,843	324,340
Vehicle Logistics and Transportation
Total assets	6,782,885	0	6,782,885	0
Revenue	8,829,632	0	17,005,642	0
Operating income (loss)	432,698	0	979,088	0
Depreciation and amortization	1,851	0	3,703	0
Interest expense	148	0	148	0
Eliminations
Total assets	(27,778,983)	0	(27,778,983)	0
Revenue	(2,811,744)	0	(5,646,342)	0
Operating income (loss)	0	0	0	0
Depreciation and amortization	0	0	0	0
Interest expense	$ 0	$ 0	$ 0	$ 0