Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38248 | |
Entity Registrant Name | RumbleOn, Inc. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-3951329 | |
Entity Address, Address Line One | 901 W. Walnut Hill Lane, | |
Entity Address, Address Line Two | Suite 110A | |
Entity Address, City or Town | Irving, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75038 | |
City Area Code | 214 | |
Local Phone Number | 771-9952 | |
Title of 12(b) Security | Class B Common Stock, $0.001 par value | |
Trading Symbol | RMBL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001596961 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 16,809,299 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 50,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 41,406 | $ 46,762 |
Restricted cash | 18,046 | 10,000 |
Accounts receivable, net | 33,679 | 28,040 |
Inventory | 358,654 | 323,473 |
Prepaid expense and other current assets | 5,654 | 7,422 |
Loans receivable held for sale | 21,555 | 33,662 |
Current assets of discontinued operations | 0 | 11,377 |
Total current assets | 478,994 | 460,736 |
Property and equipment, net | 78,608 | 76,078 |
Right-of-use assets | 167,236 | 161,822 |
Goodwill | 23,897 | 21,142 |
Intangible assets, net | 240,457 | 247,413 |
Deferred tax assets | 68,251 | 58,115 |
Other assets | 1,574 | 1,881 |
Assets of discontinued operations | 35 | 23 |
Total assets | 1,059,052 | 1,027,210 |
Current liabilities: | ||
Accounts payable and other current liabilities | 81,830 | 79,439 |
Vehicle floorplan notes payable | 287,135 | 220,176 |
Current portion of long-term debt and line of credit | 14,893 | 3,645 |
Current liabilities of discontinued operations | 513 | 8,434 |
Total current liabilities | 384,371 | 311,694 |
Long-term liabilities: | ||
Secured debt | 271,671 | 317,494 |
Convertible debt, net | 34,196 | 31,890 |
Financing obligation and notes payable | 49,174 | 25,000 |
Operating lease liabilities | 135,726 | 126,695 |
Other long-term liabilities | 8,783 | 8,422 |
Total long-term liabilities | 499,550 | 509,501 |
Total liabilities | 883,921 | 821,195 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 602,026 | 585,937 |
Accumulated deficit | (422,593) | (375,619) |
Treasury stock, at cost | (4,319) | (4,319) |
Total stockholders' equity | 175,131 | 206,015 |
Total liabilities and stockholders' equity | 1,059,052 | 1,027,210 |
Common Class A | ||
Stockholders' equity: | ||
Common stock value | 0 | 0 |
Common Class B | ||
Stockholders' equity: | ||
Common stock value | $ 17 | $ 16 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000 | 50,000 |
Common stock, shares, issued (in shares) | 50,000 | 50,000 |
Common stock, shares, outstanding (in shares) | 50,000 | 50,000 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 16,735,391 | 16,184,264 |
Common stock, shares, outstanding (in shares) | 16,735,391 | 16,184,264 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 338,111 | $ 380,664 | $ 1,055,226 | $ 1,127,350 |
Total cost of revenue | 246,166 | 266,221 | 766,579 | 778,096 |
Gross profit | 91,945 | 114,443 | 288,647 | 349,254 |
Selling, general and administrative | 84,957 | 93,822 | 271,557 | 264,428 |
Depreciation and amortization | 7,275 | 6,554 | 17,271 | 16,872 |
Operating income (loss) | (287) | 14,067 | (181) | 67,954 |
Other income (expense): | ||||
Interest expense | (19,828) | (12,209) | (55,756) | (35,622) |
Other income | 75 | 26 | 208 | 230 |
PPP Loan forgiveness | 0 | 2,509 | 0 | 2,509 |
Change in derivative liability | 0 | 0 | 0 | 39 |
Total other expense | (19,753) | (9,674) | (55,548) | (32,844) |
Income (loss) from continuing operations before income taxes | (20,040) | 4,393 | (55,729) | 35,110 |
Income tax provision (benefit) for continuing operations | (3,556) | 678 | (9,706) | 8,166 |
Income (loss) from continuing operations, net | (16,484) | 3,715 | (46,023) | 26,944 |
Loss from discontinued operations | 0 | (858) | (1,100) | (1,151) |
Income tax benefit for discontinued operations | 0 | (182) | (149) | (420) |
Loss from discontinued operations, net | 0 | (676) | (951) | (731) |
Net income (loss) | $ (16,484) | $ 3,039 | $ (46,974) | $ 26,213 |
Basic shares (in shares) | 16,665,709 | 16,020,296 | 16,452,254 | 15,859,134 |
Earnings (loss) per share - basic from continuing operations (in dollars per share) | $ (0.99) | $ 0.23 | $ (2.80) | $ 1.70 |
Earnings (loss) per share - basic from discontinued operations (in dollars per share) | $ 0 | $ (0.04) | $ (0.06) | $ (0.05) |
Diluted shares (in shares) | 16,665,709 | 16,067,395 | 16,452,254 | 15,922,484 |
Earnings (loss) per share - diluted from continuing operations (in dollars per share) | $ (0.99) | $ 0.23 | $ (2.80) | $ 1.69 |
Earnings (loss) per share - diluted from discontinued operations (in dollars per share) | $ 0 | $ (0.04) | $ (0.06) | $ (0.05) |
Powersports vehicles | ||||
Revenue: | ||||
Total revenue | $ 235,132 | $ 271,877 | $ 738,136 | $ 806,382 |
Total cost of revenue | 202,788 | 221,631 | 634,091 | 647,891 |
Parts, service and accessories | ||||
Revenue: | ||||
Total revenue | 59,727 | 62,216 | 184,205 | 182,268 |
Total cost of revenue | 32,754 | 33,074 | 99,542 | 96,473 |
Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | 29,288 | 31,569 | 89,658 | 95,830 |
Vehicle logistics | ||||
Revenue: | ||||
Total revenue | 13,964 | 15,002 | 43,227 | 42,870 |
Total cost of revenue | $ 10,624 | $ 11,516 | $ 32,946 | $ 33,732 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common Stock Common Class A | Common Stock Common Class B | Additional Paid in Capital | Accumulated Deficit | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 50,000 | 14,882,022 | ||||||
Beginning balance, amount at Dec. 31, 2021 | $ 431,645 | $ 0 | $ 15 | $ 550,055 | $ (114,106) | $ (4,319) | ||
Beginning balance, treasury (in shares) at Dec. 31, 2021 | 123,089 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for restricted stock units (in shares) | 206,896 | |||||||
Issuance of common stock in acquisition (in shares) | 1,048,718 | |||||||
Issuance of common stock in acquisition | 26,512 | $ 1 | 26,511 | |||||
Stock-based compensation | 7,237 | 7,237 | ||||||
Escrow shares returned -Freedom acquisition (in shares) | (2,446) | |||||||
Net (loss) income | 26,213 | 26,213 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 50,000 | 16,135,190 | ||||||
Ending balance, amount at Sep. 30, 2022 | 491,607 | $ 0 | $ 16 | 583,803 | (87,893) | $ (4,319) | ||
Ending balance, treasury (in shares) at Sep. 30, 2022 | 123,089 | |||||||
Beginning balance (in shares) at Jun. 30, 2022 | 50,000 | 15,940,866 | ||||||
Beginning balance, amount at Jun. 30, 2022 | 485,962 | $ 0 | $ 16 | 581,197 | (90,932) | $ (4,319) | ||
Beginning balance, treasury (in shares) at Jun. 30, 2022 | 123,089 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for restricted stock units (in shares) | 194,324 | |||||||
Stock-based compensation | 2,606 | 2,606 | ||||||
Net (loss) income | 3,039 | 3,039 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 50,000 | 16,135,190 | ||||||
Ending balance, amount at Sep. 30, 2022 | 491,607 | $ 0 | $ 16 | 583,803 | (87,893) | $ (4,319) | ||
Ending balance, treasury (in shares) at Sep. 30, 2022 | 123,089 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 50,000 | 16,184,264 | 50,000 | 16,184,264 | ||||
Beginning balance, amount at Dec. 31, 2022 | 206,015 | $ 0 | $ 16 | 585,937 | (375,619) | $ (4,319) | ||
Beginning balance, treasury (in shares) at Dec. 31, 2022 | 123,089 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for restricted stock units (in shares) | 551,127 | |||||||
Issuance of common stock for restricted stock units | 1 | $ 1 | ||||||
Stock-based compensation | 10,898 | 10,898 | ||||||
Tax withholding related to vesting of restricted stock units and other | (909) | (909) | ||||||
Issuance of warrant | 6,100 | 6,100 | ||||||
Net (loss) income | (46,974) | (46,974) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 50,000 | 16,735,391 | 50,000 | 16,735,391 | ||||
Ending balance, amount at Sep. 30, 2023 | 175,131 | $ 0 | $ 17 | 602,026 | (422,593) | $ (4,319) | ||
Ending balance, treasury (in shares) at Sep. 30, 2023 | 123,089 | |||||||
Beginning balance (in shares) at Jun. 30, 2023 | 50,000 | 16,565,389 | ||||||
Beginning balance, amount at Jun. 30, 2023 | 182,640 | $ 0 | $ 17 | 593,051 | (406,109) | $ (4,319) | ||
Beginning balance, treasury (in shares) at Jun. 30, 2023 | 123,089 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for restricted stock units (in shares) | 170,002 | |||||||
Stock-based compensation | 3,077 | 3,077 | ||||||
Tax withholding related to vesting of restricted stock units and other | (202) | (202) | ||||||
Issuance of warrant | 6,100 | 6,100 | ||||||
Net (loss) income | (16,484) | (16,484) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 50,000 | 16,735,391 | 50,000 | 16,735,391 | ||||
Ending balance, amount at Sep. 30, 2023 | $ 175,131 | $ 0 | $ 17 | $ 602,026 | $ (422,593) | $ (4,319) | ||
Ending balance, treasury (in shares) at Sep. 30, 2023 | 123,089 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (46,974) | $ 26,213 |
Loss from discontinued operations | (951) | (731) |
Net income (loss) from continuing operations | (46,023) | 26,944 |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities of continuing operations: | ||
Depreciation and amortization | 17,271 | 16,872 |
Amortization of debt discount and issuance costs | 7,324 | 3,936 |
Stock-based compensation expense | 10,898 | 7,237 |
Forgiveness of PPP loan | 0 | (2,509) |
Gain from change in value of derivatives | 0 | (39) |
Deferred taxes | (10,136) | 3,946 |
Originations of loan receivables, net of principal payments received | 5,006 | (23,676) |
Valuation allowance charge for loan receivable held for sale | 5,971 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (5,639) | 1,239 |
Inventory | (29,983) | (93,133) |
Prepaid expenses and other current assets | 1,779 | (494) |
Other assets | 177 | (3,766) |
Other liabilities | 1,461 | (2,813) |
Accounts payable and accrued liabilities | 3,729 | (2,131) |
Floorplan trade note payable | 18,840 | 38,746 |
Net cash provided by (used in) operating activities of continuing operations | (19,325) | (29,641) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payments for acquisitions, net of cash received | (3,300) | (65,976) |
Purchases of property and equipment | (7,803) | (4,334) |
Technology development | (1,758) | (6,188) |
Net cash used in investing activities of continuing operations | (12,861) | (76,498) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from new secured debt | 0 | 84,500 |
Proceeds from sale leaseback transaction | 49,718 | 0 |
Proceeds from ROF credit facility for the purchase of consumer finance loans | 0 | 22,925 |
Repayment of debt and line of credit | (59,048) | (34,082) |
Payments for notes payable and finance leases | 0 | (2,116) |
Net borrowings from non-trade floor financing plans | 45,993 | 34,067 |
Debt issuance costs | (1,787) | 0 |
Net cash provided by financing activities of continuing operations | 34,876 | 105,294 |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net cash provided by operating activities | 3,438 | 11,372 |
Net cash used in financing activities | (5,254) | (13,286) |
Net cash used in discontinued operations | (1,816) | (1,914) |
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | 874 | (2,759) |
Cash and restricted cash at beginning of period-continuing operations | 56,762 | 49,458 |
Cash and restricted cash at beginning of period-discontinued operations | 1,816 | 2,516 |
Cash and restricted cash at end of period, including discontinued operations | 59,452 | 49,215 |
Less cash at end of period - discontinued operations | 0 | (602) |
Cash and restricted cash at end of period | $ 59,452 | $ 48,613 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Unless the context requires otherwise, references in these financial statements to “RumbleOn,” the “Company,” “we,” “us,” and “our” refer to RumbleOn, Inc. and its consolidated subsidiaries. RumbleOn is the largest powersports retailer in North America, offering a wide selection of new and used motorcycles, all-terrain vehicles, utility terrain vehicles, personal watercraft, and other powersports products, including parts, apparel, accessories, and aftermarket products from a wide range of manufacturers. Additionally, we offer a full suite of financing, parts, repair, and maintenance services, and our logistics services company, Wholesale Express, LLC ("Wholesale Express"), provides freight brokerage services facilitating transportation for dealers and consumers. As of September 30, 2023, we operated more than 55 retail locations representing 30 brands primarily in the Sun Belt. We source high quality pre-owned inventory via our proprietary cash offer website, which allows us to purchase pre-owned units directly from consumers. We seek to provide customers with a seamless experience, broad selection, and access to our specialized and experienced team members, including sales staff and technicians. Our network of convenient retail locations allows us to offer services throughout the vehicle life cycle. Of our retail locations, 42 were acquired in 2021 in conjunction with the purchase of RideNow Powersports ("RideNow"). On February 18, 2022 we completed the acquisition of Freedom Powersports, LLC ("Freedom Powersports") and Freedom Powersports Real Estate, LLC (together with Freedom Powersports, the "Freedom Entities"). We are headquartered in the Dallas Metroplex and completed our initial public offering in 2017. Through June 30, 2023, we participated in the automotive industry through our wholly owned wholesale distributor of used automotive inventory, Wholesale, Inc. ("Wholesale Inc."), and our exotics retailer AutoSport USA, Inc., which did business under the name Got Speed and was previously reported in the Automotive segment. We began to wind this business down beginning in the third quarter of 2022. The results of operations of this segment of our business are reported as discontinued operations within these Condensed Consolidated Financial Statements. Since the acquisitions of RideNow and Freedom Powersports, we have made a handful of smaller acquisitions. We plan to continue the growth of our powersports footprint through strategic acquisitions. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information and with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Condensed Consolidated Financial Statements include the accounts of RumbleOn, Inc. and its subsidiaries, which are all wholly owned, including all our acquisitions from the dates such businesses were acquired. In accordance with those rules and regulations, the Company has omitted certain information and notes required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Current Report on Form 8-K filed on September 27, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the entire fiscal year. Intercompany accounts and material intercompany transactions have been eliminated. Use of Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions, and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenue and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions, and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ materially. Liquidity and Management’s Plans As described more completely in Note 5, the Company recently took steps to improve its liquidity and temporarily make certain debt covenants more favorable to the Company. On August 9, 2023, the Company and Oaktree Fund Administration, LLC ("Oaktree") executed Amendment No. 5 to the Oaktree Credit Agreement (each as defined in Note 5), which provides the Company a covenant waiver as of June 30, 2023 and as of September 30, 2023, and more favorable financial covenants for each quarter through the second quarter of 2024. Amendment No. 5 also requires the Company to undertake certain actions to generate additional liquidity that will be used to repay a portion of the outstanding balance of the Oaktree Credit Agreement. These actions include divesting of certain assets and completing a proposed $100,000 fully backstopped Rights Offering (as defined below). The Company completed a sale-leaseback transaction pertaining to eight properties that is more fully discussed in Note 5. This transaction generated net cash proceeds of $48,237 that were used to reduce outstanding debt under the Oaktree Credit Agreement. In addition, the Company has classified RumbleOn Finance loans receivable, that we are actively marketing, as held for sale at September 30, 2023. On August 9, 2023, we announced our intention to conduct a proposed $100,000 rights offering (the "Rights Offering") to the Company's existing shareholders whereby holders of record of our common stock will be granted a dividend of subscription rights to purchase a designated number of shares of Class B Common Stock at a price to be determined by the Special Committee of the Board. If the Rights Offering is not fully subscribed for, any stockholders who exercise their basic subscription rights will have an over-subscription right to purchase additional shares of Class B Common Stock that would otherwise remain unsubscribed for at the expiration date for the Rights Offering. No fractional shares of Class B Common Stock will be issued in the Rights Offering. The subscription rights are not transferable, and there will be no public market for the subscription rights. The subscription period for the Rights Offering is expected to commence on or about November 13, 2023 and terminate approximately 16 calendar days thereafter, on November 28, 2023. The Company also entered into a Standby Purchase Agreement on August 8, 2023 (the "Standby Purchase Agreement") with Mark Tkach, William Coulter, and Stone House Capital Management, LLC, a Delaware limited liability company ("Stone House" and collectively, the "Standby Purchase Agreement") that provides a binding commitment to purchase up to $100,000 of shares of Class B Common Stock in the aggregate from the Standby Purchasers if the Rights Offering is not fully subscribed. The net proceeds of the Rights Offering are intended to be used to repay a portion of the debt under the Oaktree Credit Agreement and to fund the growth and development of the Company's business, including through possible acquisitions and other corporate purposes. The Company monitors its working capital and determines what operating adjustments it needs to make in order to stay compliant with its various debt covenants. These adjustments can include a liquidation of inventory, expense reductions, and changes to capital expenditures. Management has considered these plans, including if they are within the control of the Company, in evaluating ASC 205-40, Presentation of Financial Statements . Management believes the above actions are sufficient to allow the Company to meet its obligations as they become due for a period of at least 12 months from the issuance of these financial statements and to comply with the amended financial covenants of Amendment No. 5. Management believes that its plans alleviate substantial doubt regarding the Company’s ability to continue as a going concern. In the event the Company is not able to conduct the Rights Offering or otherwise fails to close the Rights Offering by December 1, 2023, absent extension or further agreement, the Company would not be in compliance with its covenants under the Oaktree Credit Agreement as amended. Under those circumstances, and in accordance with the terms of the Oaktree Credit Agreement, Oaktree would have the right to demand payment of the outstanding indebtedness and the Company would be required to satisfy the obligation or negotiate further amendments to the agreement. If this were to occur, the Company would likely seek new or additional sources of financing or seek additional capital through public offerings, either of which may or may not be possible at terms acceptable to the Company, or at all. Correction of an Immaterial Misstatement Related to Prior Periods During the fourth quarter of 2022, the Company identified a misstatement in its accounting for internal powersports revenue and internal powersports cost of sales, which were included in the consolidated statements of operations rather than being eliminated, which resulted in an overstatement of both revenue and cost of sales, with no impact to gross profit, operating income (loss), or net income (loss). The misstatement impacted the unaudited Condensed Consolidated Statements of Operations for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. The Company evaluated the misstatement and concluded that the impact was not material, either individually or in the aggregate, to its current or previously issued consolidated financial statements. The Company has corrected the Condensed Consolidated Statements of Operations by decreasing powersports revenue and cost of sales for the three months ended September 30, 2022 by $19,614 and for the nine months ended September 30, 2022 by $52,426. Recent Pronouncements Adoption of New Accounting Standards On January 1, 2023, the Company adopted Accounting Standards Update ("ASU") 2016-13, Financial instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amended the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The standard did not have a material impact on the Company's Condensed Consolidated Financial Statements for the nine months ended September 30, 2023. In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848), and in December 2022 subsequently issued ASU 2022-06, to temporarily ease the potential burden in accounting for reference rate reform. The standards provide optional expedients and exceptions for applying U.S. GAAP to existing contracts, hedging relationships, and other transactions affected by reference rate reform. The standards only apply to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The standards were effective upon issuance and can generally be applied through December 31, 2024. Our senior secured debt and most of our floorplan arrangements transitioned from LIBOR to the use of the Secured Overnight Financing Rate ("SOFR") as an alternative benchmark rate effective July 1, 2023 under the Oaktree Credit Agreement, as amended. The Company adopted this guidance as of July 1, 2023, and the standard did not have a material impact on the Company's Condensed Consolidated Financial Statements for the nine months ended September 30, 2023. Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity , which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. This ASU requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This ASU will be effective for us in the first quarter of 2024, and permits the use of either the modified retrospective or fully retrospective method of transition. We are evaluating the timing and effects of our adoption of this ASU on our financial statements. Accounting for Business Combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and other fair value adjustments with respect to certain assets acquired and liabilities assumed. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our Condensed Consolidated Statements of Operations. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Freedom Transaction On February 18, 2022, RumbleOn acquired 100% of the equity interests of the Freedom Entities (the “Freedom Transaction”). The Freedom Entities own and operate powersports retail dealerships, including associated real estate, involving sales, financing, and parts and service of new and used motorcycles, all-terrain vehicles ("ATVs"), utility task vehicles ("UTVs"), scooters, side-by-sides, sport bikes, cruisers, watercraft, and other powersports vehicles in Texas, Alabama, and Georgia. We completed this acquisition to increase our powersports footprint. We accounted for the Freedom Transaction as a business combination. Under the terms of the agreement governing the Freedom Transaction, all outstanding equity interests of the Freedom Entities were acquired for total consideration of $97,237, consisting of $70,569 paid in cash, including certain transaction expenses paid on behalf of the Freedom Entities' equity holders, and the issuance of 1,048,718 shares of Class B Common Stock with a value of $26,511 on the date of the acquisition. On June 22, 2022, 2,446 shares of Class B Common Stock held in escrow were cancelled as part of the final purchase price adjustment. The following table summarizes the consideration transferred by the Company for the Freedom Transaction: Cash $ 70,569 Class B Common Stock 26,511 Acquiree transaction expenses paid by the Company at closing 157 Total purchase price consideration $ 97,237 Freedom Transaction Estimated Fair Value of Assets and Liabilities Assumed The Company finalized its accounting for consideration transferred, assets acquired, and liabilities assumed during the quarter ended March 31, 2023, in connection with the acquisition of the Freedom Entities. All such adjustments were recorded within the one-year measurement period. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenue and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believed to be reasonable. However, actual results may differ from these estimates. Total goodwill from the acquisition of the Freedom Entities acquisition was $29,359. All of the assets and liabilities acquired through the acquisition of the Freedom Entities, including goodwill, have been included in the Company’s Powersports reporting segment, as the Freedom Entities business is entirely within the Company’s Powersports reporting segment. The Company used the income approach to determine the fair value of certain identifiable intangible assets including franchise rights. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company based its assumptions on estimates of future cash flows, expected growth rates, retention factors, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased franchise rights and non-compete agreements amounts so determined represented the fair value at the date of acquisition, and did not exceed the amount a third party would pay for such assets. Pro Forma Information for Acquisition (Unaudited) The Company has included the operating results of the Freedom Entities in its consolidated statements of operations since February 18, 2022. The following unaudited pro forma financial information presents consolidated information of the Company as if the Freedom Transaction had been completed at January 1, 2021. The pro forma impact to our operating results for the nine months ended September 30, 2023 was not materially different from our reported results. Nine Months Ended Pro forma revenue $ 1,151,060 Pro forma net income (loss) from continuing operations $ 27,102 Earnings (loss) per share from continuing operations - basic $ 1.71 Earnings (loss) per share from continuing operations - diluted $ 1.70 Red Hills Powersports Acquisition On March 3, 2023, the Company acquired Red Hills powersports, a single retail location representing 10 original equipment manufacturers ("OEMs") in Tallahassee, Florida, for total consideration approximating $3,300 in cash. This transaction was accounted for as a business combination and has been included in the Company's Powersports reporting segment. Pro forma results are not provided for this transaction as the acquisition was not material to our operations. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Lease Commitments We determine whether an arrangement is a lease at inception and whether such leases are operating or financing leases. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. We use these options in determining our capitalized financing and right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. To determine the discount rate to use in determining the present value of the lease payments, we use the rate implicit in the lease if determinable, otherwise we use our incremental borrowing rate. On September 8, 2023, the Company sold eight properties to a third party for $49,958, which generated net cash proceeds of $48,237 after transaction fees, and concurrently entered into an agreement to lease the properties back from the buyer. The initial term of the lease is 15 years and contains five renewal option terms of five years each, which the Company has currently assumed will be exercised, for a total of 40 years. Due to the control over the locations maintained by the Company, this transaction will be accounted for using the failed sale-leaseback accounting model, with the land and buildings remaining on the Company's balance sheet and the treatment of the lease as a financing obligation. Annual rental expense is $3,747 collectively, with rent increasing annually by the lesser of two times the Consumer Price Index or 2% during the initial term and all option periods. See Note 5 for additional information. The following table reflects the balance sheet presentation of our operating lease assets and liabilities: Leases Classification September 30, 2023 December 31, 2022 Assets: Operating Right-of-use assets $ 167,236 $ 161,822 Total right-of-use assets $ 167,236 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,723 $ 24,075 Non-Current: Operating Operating lease liabilities 135,726 126,695 Total $ 160,449 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating leases are as follows: September 30, 2023 December 31, 2022 Weighted average lease term-operating leases 14.0 years 14.6 years Weighted average discount rate-operating leases 14.0% 14.0% The following table provides information related to the lease costs of finance and operating leases, including an immaterial amount of short-term lease expense, for the three and nine months ended September 30, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating Selling, general and administrative expenses $ 8,825 $ 7,894 $ 25,499 $ 22,961 Finance: Amortization of assets under lease Depreciation and amortization expense — — — — Interest on lease liabilities Interest expense — — — — Total lease costs $ 8,825 $ 7,894 $ 25,499 $ 22,961 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at September 30, 2023: Leases Balance Sheet Classification September 30, 2023 December 31, 2022 Assets: Right of use assets – related party $ 108,527 $ 105,264 All other right-of-use assets 58,709 56,558 Total Right-of-use assets $ 167,236 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 14,120 $ 14,492 Current portion of lease liabilities – other operating leases 10,603 9,583 Total Accounts payable and other current liabilities $ 24,723 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party $ 96,568 $ 93,713 Long-term portion of lease liabilities – all other leases 39,158 32,982 Total Operating lease liabilities $ 135,726 $ 126,695 Total lease liabilities $ 160,449 $ 150,770 Supplemental cash flow information related to operating leases for the nine months ended September 30, 2023 and 2022 was as follows: Nine Months Ended September 30, 2023 2022 Cash payments for operating leases $ 21,869 $ 18,643 ROU assets obtained in exchange for new operating lease liabilities $ 14,383 $ 15,912 The following table summarizes the future minimum payments for operating leases at September 30, 2023 due in each year ending December 31: Year Operating Leases Remainder of 2023 $ 7,774 2024 30,318 2025 28,601 2026 26,927 2027 26,131 Thereafter 282,415 Total lease payments 402,166 Less: imputed interest (241,717) Present value of operating lease liabilities $ 160,449 |
LEASES | LEASES Lease Commitments We determine whether an arrangement is a lease at inception and whether such leases are operating or financing leases. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. We use these options in determining our capitalized financing and right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. To determine the discount rate to use in determining the present value of the lease payments, we use the rate implicit in the lease if determinable, otherwise we use our incremental borrowing rate. On September 8, 2023, the Company sold eight properties to a third party for $49,958, which generated net cash proceeds of $48,237 after transaction fees, and concurrently entered into an agreement to lease the properties back from the buyer. The initial term of the lease is 15 years and contains five renewal option terms of five years each, which the Company has currently assumed will be exercised, for a total of 40 years. Due to the control over the locations maintained by the Company, this transaction will be accounted for using the failed sale-leaseback accounting model, with the land and buildings remaining on the Company's balance sheet and the treatment of the lease as a financing obligation. Annual rental expense is $3,747 collectively, with rent increasing annually by the lesser of two times the Consumer Price Index or 2% during the initial term and all option periods. See Note 5 for additional information. The following table reflects the balance sheet presentation of our operating lease assets and liabilities: Leases Classification September 30, 2023 December 31, 2022 Assets: Operating Right-of-use assets $ 167,236 $ 161,822 Total right-of-use assets $ 167,236 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,723 $ 24,075 Non-Current: Operating Operating lease liabilities 135,726 126,695 Total $ 160,449 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating leases are as follows: September 30, 2023 December 31, 2022 Weighted average lease term-operating leases 14.0 years 14.6 years Weighted average discount rate-operating leases 14.0% 14.0% The following table provides information related to the lease costs of finance and operating leases, including an immaterial amount of short-term lease expense, for the three and nine months ended September 30, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating Selling, general and administrative expenses $ 8,825 $ 7,894 $ 25,499 $ 22,961 Finance: Amortization of assets under lease Depreciation and amortization expense — — — — Interest on lease liabilities Interest expense — — — — Total lease costs $ 8,825 $ 7,894 $ 25,499 $ 22,961 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at September 30, 2023: Leases Balance Sheet Classification September 30, 2023 December 31, 2022 Assets: Right of use assets – related party $ 108,527 $ 105,264 All other right-of-use assets 58,709 56,558 Total Right-of-use assets $ 167,236 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 14,120 $ 14,492 Current portion of lease liabilities – other operating leases 10,603 9,583 Total Accounts payable and other current liabilities $ 24,723 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party $ 96,568 $ 93,713 Long-term portion of lease liabilities – all other leases 39,158 32,982 Total Operating lease liabilities $ 135,726 $ 126,695 Total lease liabilities $ 160,449 $ 150,770 Supplemental cash flow information related to operating leases for the nine months ended September 30, 2023 and 2022 was as follows: Nine Months Ended September 30, 2023 2022 Cash payments for operating leases $ 21,869 $ 18,643 ROU assets obtained in exchange for new operating lease liabilities $ 14,383 $ 15,912 The following table summarizes the future minimum payments for operating leases at September 30, 2023 due in each year ending December 31: Year Operating Leases Remainder of 2023 $ 7,774 2024 30,318 2025 28,601 2026 26,927 2027 26,131 Thereafter 282,415 Total lease payments 402,166 Less: imputed interest (241,717) Present value of operating lease liabilities $ 160,449 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS September 30, 2023 December 31, 2022 Goodwill, gross $ 242,543 $ 239,788 Accumulated impairment (218,646) (218,646) Goodwill, net $ 23,897 $ 21,142 Other intangible assets: Franchise rights (indefinite-lived) $ 236,728 $ 236,678 Non-compete agreements and other (definite-lived)) 23,796 23,795 260,524 260,473 Less: accumulated amortization (20,067) (13,060) Intangible assets, net $ 240,457 $ 247,413 The following summarizes the changes in the carrying amount of goodwill, net, by reportable segment from December 31, 2022 to September 30, 2023. Powersports Vehicle Logistics Total Balance at December 31, 2022 $ 20,294 $ 848 $ 21,142 Acquisition of Red Hills Powersports 2,600 — 2,600 Purchase accounting adjustments for prior year acquisitions 155 — 155 Balance at September 30, 2023 $ 23,049 $ 848 $ 23,897 In addition to annual impairment testing, the Company monitors for events and circumstances that could indicate that it is more likely than not that its goodwill, indefinite lived intangible assets, finite lived intangible assets, and other long-lived assets are impaired or not recoverable (a triggering event), requiring an interim impairment test. During the quarter ended September 30, 2023, the Company considered a number of factors including, but not limited to, current macroeconomic conditions such as inflation, economic growth, and interest rate movements, industry and market considerations, stock price performance (including performance relative to peers), and overall financial performance of the Company. Based on the analysis of relevant events and circumstances, the Company concluded a triggering event had not occurred as of September 30, 2023. The Company will continue to monitor both macroeconomic and company-specific events and circumstances in future periods and if a triggering event is identified prior to the Company’s fourth quarter annual impairment test, management will complete an interim impairment test at that time. Estimated annual amortization expense related to our definite-lived intangible assets: Remainder of 2023 $ 909 2024 2,675 2025 99 Thereafter — Total $ 3,683 |
SECURED DEBT
SECURED DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SECURED DEBT | SECURED DEBT Senior secured debt consisted of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Term Loan Credit Agreement maturing on August 31, 2026. Payments are required quarterly. Interest rate at September 30, 2023 was 13.75%. $ 297,680 $ 346,066 Financing obligation 47,933 ROF Consumer Finance Facility maturing on February 4, 2025. Interest rate at September 30, 2023 was 10.42%. 14,606 25,000 Notes payable for leasehold improvements and other 1,528 — Total principal amount 361,747 371,066 Less: unamortized debt issuance costs (26,009) (28,572) Total secured debt 335,738 342,494 Less: Current portion of secured debt (14,893) (3,645) Secured debt, net of current portion $ 320,845 $ 338,849 Floorplan notes payable as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Floorplan notes payable - trade $ 94,227 $ 75,387 Floorplan notes payable - non-trade 192,908 144,789 Floorplan notes payable $ 287,135 $ 220,176 Term Loan Credit Agreement The Company has a term loan credit agreement (the “Oaktree Credit Agreement”) among the Company, as borrower, the lenders party thereto (the "Lenders"), and Oaktree, as administrative agent and collateral agent. The Oaktree Credit Agreement provides for secured credit facilities in the form of a $280,000 principal amount of initial term loans (the “Initial Term Loan Facility”) and a $120,000 in aggregate principal amount of delayed draw term loans (the “Delayed Draw Term Loans Facility”). Loans under the Delayed Draw Term Loans Facility were subject to customary conditions precedent for facilities of this type including the need to meet certain financial tests and were available to be drawn up to March 1, 2023. Warrants that the Company had granted to purchase $40,000 of shares of Class B Common Stock to Oaktree Capital Management, L.P. and its lender affiliates in consideration of the initial loan expired in April 2023. Borrowings under the Oaktree Credit Agreement bear interest at a rate per annum equal, at the Company’s option, to either (a) SOFR (with a floor of 1.00%), plus an applicable margin of 8.25%, which replaced a LIBOR rate effective July 1, 2023 with the fourth amendment to the Oaktree Credit Agreement, or (b) a fluctuating adjusted base rate in effect from time to time, plus an applicable margin of 7.25%, provided that Amendment No. 5 (as defined below) provides that an additional 0.50% of interest will accrue from the Amendment No. 5 Effective Date (as defined below) through June 30, 2024 (which additional interest may be paid in cash or paid in kind). At the Company’s option, 1.0% of such interest may be payable in kind. Interest expense for the three and nine months ended September 30, 2023 was $13,587 and $39,882, respectively, which included amortization of $1,758 and $5,018, respectively, related to the discount and debt issuance costs. Interest expense for the three and nine months ended September 30, 2022 was $9,605 and $29,305, respectively, which included amortization of $1,152 and $4,388, respectively for the discount and debt issuance costs. Obligations under the Oaktree Credit Agreement are secured by a first-priority lien on substantially all of the assets of the Company and its wholly owned subsidiaries (the “Subsidiary Guarantors”), although certain assets of the Company and Subsidiary Guarantors are subject to a first-priority lien in favor of floorplan lenders, and such liens and priority are subject to certain other exceptions. The Subsidiary Guarantors also guarantee the obligations of the Company under the Oaktree Credit Agreement. At June 30, 2023, the Company was not in compliance with certain leverage ratio financial covenants under the Oaktree Credit Agreement. On August 9, 2023 (the "Amendment No. 5 Effective Date"), the Company, the Subsidiary Guarantors party thereto, Oaktree, and the Lenders party thereto executed Amendment No. 5 to the Oaktree Credit Agreement (the “Amendment No. 5”), pursuant to which, among other things: (i) all leverage ratio financial covenants under the Oaktree Credit Agreement were (a) eliminated and not tested for the for the quarters ending June 30, 2023 and September 30, 2023 and (b) made less restrictive for the quarters ending December 31, 2023, March 31, 2024, and June 30, 2024; (ii) additional performance covenants were added requiring the Company and its subsidiaries to use commercially reasonable best efforts to dispose of certain non-core real estate and monetize its consumer loan portfolios (with corresponding requirements to use such proceeds of such sales to pay down the term loans under the Oaktree Credit Agreement); (iii) an additional performance covenant was added requiring the Company raise net cash proceeds of not less than $100,000 from the issuance of common equity interests in the Company by December 1, 2023 (with a corresponding requirement to use certain of such equity proceeds to pay down the term loans under the Oaktree Credit Agreement), and (iv) an additional performance covenant was added requiring the Company to issue warrants, exercisable for an anticipated aggregate of 1,212,121 shares at an anticipated price of $12 per share, in a form to be agreed upon, to the Lender. In connection with Amendment No. 5, the Company agreed to pay a fee which may be paid in cash or paid in kind. The warrants were issued on August 14, 2023. See Note 8- "Common Stock Warrants" for additional information. The elimination of the June 30, 2023 leverage ratio financial covenants was made effective as of June 30, 2023, and the Lenders agreed in Amendment No. 5 that no event of default existed from such leverage ratio financial covenants as of such date. Based on the amended terms of the Oaktree Credit Agreement, the Company believes that it will be in compliance with all covenants under the Oaktree Credit Agreement, as amended by Amendment No. 5, for the 12-month period from the issuance of these financial statements. As of September 30, 2023, the Company has classified obligations under the Oaktree Credit Agreement as a non-current liability. Financing Obligation On September 8, 2023, certain subsidiaries of the Company (collectively, the "Tenant") and a third party, as the landlord entered into a sale and leaseback transaction related to eight of the Company's properties, which generated net cash proceeds of $48,237. The transaction, however, did not transfer control of the properties to the landlord. As a result, the Company accounted for this transaction as a failed sale-leaseback transaction, in which the assets remain on the financial statements and a financing liability was recorded for the proceeds from the sale. The Company incurred $1,787 in transaction costs related to the sale-leaseback, which are therefore considered debt issuance costs and will be amortized as interest expense over the expected life of the lease. The resulting Lease Agreement is considered a triple net lease, which requires the Tenant to pay substantially all costs associated with the properties, and has a contractual term of 15 years, with five separate renewal options at the Company's option. The renewal terms are effective to all, but not less than all, of the property subject to the Lease Agreement. The Company has assumed an expected lease life of 40 years to include all renewals. The initial annual rent under the Lease Agreement is $3,747, and the lease provides for rent increasing annually by the lesser of two times the Consumer Price Index or 2% during the initial term and all option periods. The Company imputed the interest rate on the lease based upon the contractual minimum payments and the proceeds from the sale. Based on this, the Company has determined the effective interest rate on the debt to be 7.4%. Any changes in payments due to the annual rental escalations will be recorded as interest expense as incurred. RumbleOn Finance Line of Credit On February 4, 2022, RumbleOn Finance and ROF SPV I, LLC ("ROF"), an indirect subsidiary of RumbleOn, entered into a consumer finance facility ("ROF Consumer Finance Facility") primarily to provide up to $25,000 for the underwriting of consumer loans underwritten by ROF. Credit Suisse AG, New York Branch (“Credit Suisse”) is the managing agent of the ROF Consumer Finance Facility, and RumbleOn Finance is the borrower. All loans under this agreement are secured by certain collateral including the consumer finance loans purchased by the ROF Consumer Finance Facility. We provided customary representations and covenants under the related agreements which include financial covenants and collateral performance covenants. Loans sold to or in the ROF Consumer Finance Facility are subject to certain eligibility criteria, concentration limits and reserves. As of September 30, 2023, RumbleOn Finance did not meet the interest rate spread requirement set forth in the ROF Consumer Finance Facility as a result of increased interest rates and limited growth of our consumer finance business. The lender has indicated no current intention to request early repayment of the principal balance due under the ROF Consumer Finance Facility as of September 30, 2023. We intend to sell the loan portfolio held at RumbleOn Finance and pay off the outstanding balance during the fourth quarter of 2023. As of September 30, 2023, the outstanding balance due under the ROF Consumer Finance Facility was $14,606, which is included in the current portion of long-term debt and line of credit in the accompanying Condensed Consolidated Balance Sheets. The loans receivable held by RumbleOn Finance, which are recorded at the lower of cost or fair value and which approximated $21,555 are classified as loan receivable assets held for sale in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2023. Floorplan Notes Payable The Company relies on its floorplan vehicle financing credit lines (“Floorplan Lines”) to finance new and used vehicle inventory at its retail locations and for the wholesale segment. Floorplan notes payable - trade reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventory with corresponding manufacturers' captive finance subsidiaries (“trade lenders”). Floorplan notes payable - non-trade represents amounts borrowed to finance the purchase of specific new and used vehicle inventories with non-trade lenders. Changes in vehicle floorplan notes payable - trade are reported as operating cash flows and changes in floorplan notes payable - non-trade are reported as financing cash flows in the accompanying Consolidated Statements of Cash Flows. Inventory serves as collateral under floorplan notes payable borrowings. The inventory balance in its entirety also serves as collateral under the Oaktree Credit Agreement. The Company has a Floorplan Line with J.P. Morgan (the “J.P. Morgan Credit Line") that terminates October 25, 2024 and provides for an interest rate of SOFR plus 2.0% based on the Company's fixed charged coverage ratio, as defined in the agreement that governs it. As of September 30, 2023, advances under the J.P. Morgan Credit Line are limited to $75,000 and the outstanding balance was $31,215. Interest expense on the J.P. Morgan Credit Line for the three and nine months ended September 30, 2023 was $474 and $1,282, respectively. As of September 30, 2023, the Company was in compliance with the covenant terms of its floorplan agreements. Restricted Cash Amounts included in restricted cash are primarily comprised of the deposits required under the Company's various Floorplan Lines and RumbleOn Finance line of credit. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | CONVERTIBLE NOTES As of September 30, 2023 and December 31, 2022, the outstanding convertible senior notes net of unamortized debt discount and issue costs are summarized as follows: September 30, 2023 December 31, 2022 Principal Amount Debt Discount and Issue Costs Carrying Amount Principal Amount Debt Discount and Issue Costs Carrying Amount Convertible senior notes $ 38,750 $ (4,554) $ 34,196 $ 38,750 $ (6,860) $ 31,890 Less: Current portion — — — — — — Long-term portion $ 38,750 $ (4,554) $ 34,196 $ 38,750 $ (6,860) $ 31,890 Convertible Senior Notes The convertible senior notes (the "Notes") were issued on January 14, 2020 pursuant to an Indenture (the "Indenture"), by and between the Company and the trustee. The Indenture includes customary representations, warranties and covenants by the Company. The Notes bear interest at 6.75% per annum, payable semiannually on January 1 and July 1 of each year. The Notes may bear additional interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradable as required by the Indenture. The Notes mature on January 1, 2025, unless earlier converted, redeemed or repurchased pursuant to their terms. The initial conversion rate of the Notes is 25 shares of Class B Common Stock per $1 principal amount of Notes, which is equal to an initial conversion price of $40.00 per share. The conversion rate is subject to adjustment in certain events as set forth in the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a "make-whole fundamental change", the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert the Notes in connection with such make-whole fundamental change. Before July 1, 2024, the Notes will be convertible only under circumstances as described in the Indenture. No adjustment to the conversion rate as a result of conversion or a make-whole fundamental change adjustment will result in a conversion rate greater than 62 shares per $1 in principal amount. The Indenture contains a “blocker provision” which provides that no holder (other than the depository with respect to the Notes) or beneficial owner of Notes shall have the right to receive shares of the Class B Common Stock upon conversion to the extent that, following receipt of such shares, such holder or beneficial owner would be the beneficial owner of more than 4.99% of the outstanding shares of the Class B Common Stock. The Notes are subject to events of default typical for this type of instrument. If an event of default, other than an event of default in connection with certain events of bankruptcy, insolvency or reorganization of the Company or any significant subsidiary, occurs and is continuing, the trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes then outstanding to be due and payable. The Notes also contain conversion features related to certain events, which include liquidation or dissolution, as well as fundamental changes to the structure or ownership of the Company. The Company may redeem for cash all or any portion of the Notes, at its option, if the last reported sale price of the Class B Common Stock has been at least 130% 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 100.0% 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. The Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of current or future subsidiaries of the Company (including trade payables). Interest expense recognized with respect to the Notes for the three and nine months ended September 30, 2023 and 2022 was as follows: Three Months Ended September 30, Nine Months Ended September 30 2023 2022 2023 2022 Contractual interest expense $ 657 $ 657 $ 1,972 $ 1,970 Total interest expense 799 672 2,296 1,934 $ 1,456 $ 1,329 $ 4,268 $ 3,904 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company has a shareholder-approved stock incentive plan (as amended, the “Plan”) allowing for the issuance of restricted stock units ("RSUs"), stock options, and other equity awards (collectively “Awards”). As of September 30, 2023, the number of shares authorized for issuance under the Plan was 3,291,461 shares of Class B Common Stock. RSUs and stock options awarded under the Plan are generally service/time-based and vest over a period of up to three years. The following table reflects the stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted Stock Units $ 3,077 $ 2,606 $ 10,898 $ 7,237 Stock Options — — — — Total stock-based compensation $ 3,077 $ 2,606 $ 10,898 $ 7,237 As of September 30, 2023, there were 820,916 unvested RSUs outstanding. The total unrecognized compensation expense related to outstanding equity awards was approximately $9,914, which the Company expects to recognize over a weighted-average period of approximately 19 months. Pending Stock Option Grant to New Chief Executive Officer |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK WARRANTS | COMMON STOCK WARRANTS In connection with entering into Amendment No. 5, on August 14, 2023 the Company issued warrants to Oaktree and the Lenders to purchase up to 1,212,121 shares of Class B Common Stock at an exercise price of $12.00 per share. Such warrants are exercisable for up to five years following the date of issuance. The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants is being amortized as interest expense over the term of the loan. The fair value of the warrants was determined at issuance using a Black-Scholes pricing model with the following estimates: August 14, 2023 Warrants Issued Exercise price per share $ 12.00 Stock price on date of issuance $ 7.20 Fair value per share $ 5.01 Volatility 100 % Expected term (years) 5 Risk-free interest rate 4.27 % Dividend yield — % Total fair value at issuance date $ 6,100 In addition, warrants issued in conjunction with a previous financing agreement to purchase 1,048 shares of the Company's Class B Common Stock at an exercise price of $143.13 per share expired on October 30, 2023. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company's benefit from income taxes on continuing operations for the three months and nine months ended September 30, 2023 was $3,556 and $9,706, respectively, representing effective income tax rates of 17.7% and 17.4%, respectively. The difference between the federal income tax rate of 21.0% and RumbleOn’s overall income tax rate for the three and nine months ended September 30, 2023 was primarily due to the tax effect of non-deductible executive compensation, non-deductible interest expense, and discrete tax impacts of stock compensation vesting in the quarter. The Company's provision for income taxes on continuing operations for the three months and nine months ended September 30, 2022 was $678 and $8,166, respectively, representing effective income tax rates of 15.4% and 23.3%, respectively. The difference between the federal income tax rate of 21.0% and the Company’s overall income tax rate for the three months and nine months ended September 30, 2022 was primarily due to income tax expense on non-deductible expenses, valuation allowance expense associated with state net operating losses, and state income taxes, partially offset by a benefit associated with the change in the Company's effective state income tax rate. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The Company computes basic and diluted earnings (loss) per share in conformity with the two-class method required for participating securities. Basic earnings (loss) per share from continuing operations is calculated by dividing income (loss) from continuing operations, net, by the weighed-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share from continuing operations is computed giving effect to all dilutive potential common stock equivalents outstanding for the period. Per share calculations pertaining to discontinued operations use the same number of shares as are used in the calculations for continuing operations. For purposes of these calculations, warrants to purchase 1,212,121 shares of Class B Common Stock having an exercise price of $12.00 per share and warrants to purchase 1,048 shares of Class B Common Stock having an exercise price of $143.13 were considered common stock equivalents that were antidilutive for the periods ended September 30, 2023. Warrants that expired earlier in 2023 were also antidilutive for all periods that they were outstanding. Unvested RSUs have been included in the calculation of diluted earnings per share to the extent the shares would be dilutive. Additionally, the Company’s senior unsecured convertible notes were antidilutive for the periods ended September 30, 2023 and 2022. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATIONThe following table includes supplemental cash flow information, including non-cash investing and financing activity for the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 Supplemental Disclosure of Cash Flow Information: Cash paid for interest $ 54,498 $ 36,021 Cash paid for taxes $ 894 $ 6,304 Non-cash Investing and Financing Activities: Capital expenditures and technology development costs included in accounts payable and other current liabilities $ 87 $ 1,500 Capital expenditures included in line of credit and notes payable $ 48,896 $ — Fair value of warrants issued as financing costs $ 6,100 $ — Fair value of Class B Common Stock issued for Freedom Transaction $ — $ 26,511 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS RideNow Leases The Company has related party leases for 24 properties consisting of dealerships and offices in connection with the RideNow acquisition. Each related party lease is with a wholly owned subsidiary of the Company as the tenant and an entity controlled by Mark Tkach, our former Interim Chief Executive Officer and a director of the Company until November 1, 2023, and William Coulter, a director of the Company, as the landlord. The initial aggregate base rent payment for all 24 leases was approximately $1,229 per month, and each lease commenced a new 20-year term on September 1, 2021, with each lease containing annual 2% increases on base rent. Rent expense associated with these leases was $4,625 and $13,855 and $4,457 and $13,372, during the three and nine months ended September 30, 2023 and 2022, respectively, and is included in selling, general and administrative ("SG&A") expenses in the Condensed Consolidated Statement of Operations. Payments to RideNow Management, LLLP The Company paid $2 and $6 to RideNow Management, LLLP, an entity owned equally by Messrs. Coulter and Tkach, during the three and nine months ended September 30, 2023 and 2022, respectively. In addition, the Company paid off a loan to RideNow Management LLLP of approximately $673 on June 27, 2022. Payments to Coulter Management Group, LLLP The Company paid $62 and $72, and $5 and $242 to Coulter Management Group, LLLP ("Coulter Management"), an entity owned by Mr. Coulter, during the three and nine months ended September 30, 2023 and 2022, respectively. These payments were made to cover certain proportionate costs of the Company, including health plan and IT contract expenses, that were shared among Coulter Management and the RideNow entities for a period of time after the RideNow Transaction date. Bidpath Software License On January 19, 2022, the Audit Committee approved, and the Company entered into two agreements with Bidpath Incorporated ("Bidpath"), a company owned by Adam Alexander, a former director of the Company, that provided the Company with (i) a perpetual, non-exclusive license to the then-current source code, as well as all future source code, of foundational technology for our inventory management platform, and (ii) support and maintenance services. The initial term was thirty-six (36) months but could be terminated by either party at any time by providing sixty (60) days' notice to the other party. On June 30, 2023, the Company notified Bidpath of its intent to terminate the contract. The contract was terminated effective August 31, 2023, and the Company recognized a $2,610 impairment for the remaining amount of capitalized costs. The Company made no cash payments for the license during the three and nine months ended September 30, 2023 and $0 and $3,600 during the three months and nine months ended September 30, 2022, respectively. The Company also paid monthly platform development costs of $30 while the contract was in effect. Ready Team Grow, LLC The Company paid $0 and $100, and $52 and $162 to Ready Team Grow, LLC for employee recruiting services during the three and nine months ended September 30, 2023 and 2022, respectively. Ready Team Grow, LLC is an entity owned by the domestic partner of the Company’s former Chief Executive Officer, Mr. Chesrown. Death Benefit to a former Chief Financial Officer ("CFO") and Director As approved by the Audit Committee of the Board of Directors in September 2021, the Company is paying a death benefit to the estate of a former CFO and director of the Company comprised of (1) $1,338, divided into equal weekly installments beginning October 1, 2021 and ending June 30, 2024 and (2) the cash bonus paid to the Company’s Chief Executive Officer ("CEO") each quarter over the same period ending June 30, 2024, if and when paid to the CEO in accordance with the Company’s Executive Incentive Program. A total of $115 and $474, and $262 and $778 in cash payments were made under these awards during the three and nine months ended September 30, 2023 and 2022, respectively. Employment of Immediate Family Members Mr. Coulter had one immediate family member who was employed by the Company until August 30, 2022. This family member received aggregate gross pay of approximately $50 and $200 for the three and nine months ended September 30, 2022, respectively. No payments have been made in 2023. Mr. Tkach has two immediate family members that were, or continue to be, employed by the Company. One of these family members was employed by the Company until February 21, 2022. This family member received aggregate gross pay of approximately $0 and $81, for the three and nine months ended September 30, 2022, respectively. No payments were made during 2023. The other family member received aggregate gross pay of approximately $137 and $331, and $89 and $239 during the three and nine months ended September 30, 2023 and 2022, respectively, and cumulative grants of restricted stock units representing 42,273 shares of Class B Common Stock. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Business segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Our operations are organized by management into operating segments by line of business. We have determined that we have two reportable segments for segment reporting: (1) powersports and (2) vehicle logistics. Our powersports segment consists principally of the sale of new and used motorcycles and other powersports vehicles, service parts and accessories, together with the associated costs to source and service the vehicles, parts and accessories. Our vehicle logistics segment provides nationwide transportation brokerage services between dealerships and auctions. Information about continuing operations by operating segment for the three and nine months ended September 30, 2023 and 2022 were as follows: Powersports Vehicle Logistics Eliminations (1) Total Three Months Ended September 30, 2023 Revenue $ 324,147 $ 14,005 $ (41) $ 338,111 Operating income (loss) $ (1,702) $ 1,415 $ — $ (287) Depreciation and amortization $ 7,265 $ 10 $ — $ 7,275 Interest expense $ (19,828) $ — $ — $ (19,828) Three Months Ended September 30, 2022 Revenue (2) $ 365,726 $ 15,527 $ (589) $ 380,664 Operating income (loss) $ 12,734 $ 1,398 $ (65) $ 14,067 Depreciation and amortization $ 6,544 $ 10 $ — $ 6,554 Interest expense $ (12,209) $ — $ — $ (12,209) Nine Months Ended September 30, 2023 Revenue $ 1,011,999 $ 43,605 $ (378) $ 1,055,226 Operating income (loss) $ (4,506) $ 4,325 $ — $ (181) Depreciation and amortization $ 17,241 $ 30 $ — $ 17,271 Interest expense $ (55,756) $ — $ — $ (55,756) Change in derivative liability $ — $ — $ — $ — Nine Months Ended September 30, 2022 Revenue (2) $ 1,084,480 $ 45,774 $ (2,904) $ 1,127,350 Operating income (loss) $ 64,183 $ 3,746 $ 25 $ 67,954 Depreciation and amortization $ 16,842 $ 30 $ — $ 16,872 Interest expense $ (35,621) $ (1) $ — $ (35,622) Change in derivative liability $ 39 $ — $ — $ 39 Total assets by operating segment at were as follows: Powersports Vehicle Logistics Eliminations (1) Continuing Operations Discontinued Operations Total Total assets at September 30, 2023 $ 1,926,226 $ 2,837 $ (870,046) $ 1,059,017 $ 35 $ 1,059,052 Total assets at December 31, 2022 $ 1,872,201 $ 3,857 $ (860,247) $ 1,015,811 $ 11,399 $ 1,027,210 (1) Intercompany investment balances primarily relate to the acquisitions of RideNow, Freedom Entities, Wholesale Inc. and Wholesale Express, and receivables and other balances related to intercompany freight services of Wholesale Express are eliminated in the Condensed Consolidated Balance Sheets. Revenue and costs for these intercompany freight services have been eliminated in the Condensed Consolidated Statements of Operations. (2) Revenue for Powersports has been adjusted by $19.6 million and $52.4 million, respectively, for the three and nine months ended September 30, 2022. See "Correction of an Immaterial Misstatement Related to Prior Periods" in Note 1. |
DISCONTINUED OPERATIONS AND LOA
DISCONTINUED OPERATIONS AND LOAN RECEIVABLE ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND LOAN RECEIVABLE ASSETS HELD FOR SALE | DISCONTINUED OPERATIONS AND LOAN RECEIVABLE ASSETS HELD FOR SALE Discontinued Operations In the fourth quarter of 2022, the Company announced plans to wind down its automotive business. As of September 30, 2023, the Company had completed all substantial activities pertaining to the wind down of its automotive business, which represents a strategic shift having a major effect on our operations and financial results. We have classified all direct revenues, costs, and expenses related to commercial operations of the wholesale automotive business, within income (loss) from discontinued operations, net of tax, in the Condensed Consolidated Statements of Operations for all periods presented. We have not allocated any amounts for shared general and administrative operating support expenses to discontinued operations. While ASC 205-20 does not explicitly require assets and liabilities of a discontinued operation to be separately presented in prior periods when the disposal is other than by sale, we have presented related assets and liabilities as assets and liabilities of discontinued operations in our Condensed Consolidated Balance Sheets as of December 31, 2022. Discontinued operations for three and nine months ended September 30, 2023 and September 30, 2022 consisted of the following: Three-Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Income (loss) from operations of discontinued Automotive segment $ — $ (858) $ (1,100) $ (1,151) Income tax provision (benefit) — (182) (149) (420) Income (loss) from discontinued operations $ — $ (676) $ (951) $ (731) The following were the carrying amounts of the assets and liabilities of discontinued operations: September 30, 2023 December 31, 2022 Cash $ — $ 1,816 Accounts receivable, net — 1,311 Inventory — 8,248 Prepaid expense and other current assets — 2 Other assets 35 23 Total assets of discontinued operations $ 35 $ 11,400 Accounts payable and accrued expenses $ 513 $ 3,137 Vehicle floorplan notes payable — 5,254 Accrued interest payable — 43 Total liabilities of discontinued operations $ 513 $ 8,434 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENT New Chief Executive Officer Michael W. Kennedy became Chief Executive Officer and director of the Company effective as of November 1, 2023. Mr. Kennedy, age 56, previously served as the President and Chief Executive Officer of Vance & Hines, LLC from April 2019 until October 2023. Prior to that Mr. Kennedy served as Founder and Managing Partner of MWK Partner Advisors from December 2017 until March 2019. Mr. Kennedy is an accomplished Powersports industry veteran with over three decades of experience in strategy, commercial operations, financial management, and manufacturing at leading Powersports companies. See Note 7 - "Stock-Based Compensation". In connection with Mr. Kennedy’s appointment as Chief Executive Officer and effective as of the same date, Mr. Tkach resigned from his roles as Interim Chief Executive Officer and as a director of the Company. Upon his resignation, Mr. Tkach was appointed to serve as a Board observer. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information and with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Condensed Consolidated Financial Statements include the accounts of RumbleOn, Inc. and its subsidiaries, which are all wholly owned, including all our acquisitions from the dates such businesses were acquired. In accordance with those rules and regulations, the Company has omitted certain information and notes required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Current Report on Form 8-K filed on September 27, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the entire fiscal year. Intercompany accounts and material intercompany transactions have been eliminated. |
Use of Estimates | Use of EstimatesThe preparation of these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions, and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenue and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions, and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ materially. |
Correction of an Immaterial Misstatement Related to Prior Periods | Correction of an Immaterial Misstatement Related to Prior Periods During the fourth quarter of 2022, the Company identified a misstatement in its accounting for internal powersports revenue and internal powersports cost of sales, which were included in the consolidated statements of operations rather than being eliminated, which resulted in an overstatement of both revenue and cost of sales, with no impact to gross profit, operating income (loss), or net income (loss). The misstatement impacted the unaudited Condensed Consolidated Statements of Operations for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. |
Recent Pronouncements | Recent Pronouncements Adoption of New Accounting Standards On January 1, 2023, the Company adopted Accounting Standards Update ("ASU") 2016-13, Financial instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amended the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The standard did not have a material impact on the Company's Condensed Consolidated Financial Statements for the nine months ended September 30, 2023. In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848), and in December 2022 subsequently issued ASU 2022-06, to temporarily ease the potential burden in accounting for reference rate reform. The standards provide optional expedients and exceptions for applying U.S. GAAP to existing contracts, hedging relationships, and other transactions affected by reference rate reform. The standards only apply to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The standards were effective upon issuance and can generally be applied through December 31, 2024. Our senior secured debt and most of our floorplan arrangements transitioned from LIBOR to the use of the Secured Overnight Financing Rate ("SOFR") as an alternative benchmark rate effective July 1, 2023 under the Oaktree Credit Agreement, as amended. The Company adopted this guidance as of July 1, 2023, and the standard did not have a material impact on the Company's Condensed Consolidated Financial Statements for the nine months ended September 30, 2023. Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity , which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. This ASU requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This ASU will be effective for us in the first quarter of 2024, and permits the use of either the modified retrospective or fully retrospective method of transition. We are evaluating the timing and effects of our adoption of this ASU on our financial statements. |
Accounting for Business Combinations | Accounting for Business Combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and other fair value adjustments with respect to certain assets acquired and liabilities assumed. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our Condensed Consolidated Statements of Operations. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the consideration transferred by the Company for the Freedom Transaction: Cash $ 70,569 Class B Common Stock 26,511 Acquiree transaction expenses paid by the Company at closing 157 Total purchase price consideration $ 97,237 |
Schedule of Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents consolidated information of the Company as if the Freedom Transaction had been completed at January 1, 2021. The pro forma impact to our operating results for the nine months ended September 30, 2023 was not materially different from our reported results. Nine Months Ended Pro forma revenue $ 1,151,060 Pro forma net income (loss) from continuing operations $ 27,102 Earnings (loss) per share from continuing operations - basic $ 1.71 Earnings (loss) per share from continuing operations - diluted $ 1.70 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Cost | The following table reflects the balance sheet presentation of our operating lease assets and liabilities: Leases Classification September 30, 2023 December 31, 2022 Assets: Operating Right-of-use assets $ 167,236 $ 161,822 Total right-of-use assets $ 167,236 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,723 $ 24,075 Non-Current: Operating Operating lease liabilities 135,726 126,695 Total $ 160,449 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating leases are as follows: September 30, 2023 December 31, 2022 Weighted average lease term-operating leases 14.0 years 14.6 years Weighted average discount rate-operating leases 14.0% 14.0% The following table provides information related to the lease costs of finance and operating leases, including an immaterial amount of short-term lease expense, for the three and nine months ended September 30, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating Selling, general and administrative expenses $ 8,825 $ 7,894 $ 25,499 $ 22,961 Finance: Amortization of assets under lease Depreciation and amortization expense — — — — Interest on lease liabilities Interest expense — — — — Total lease costs $ 8,825 $ 7,894 $ 25,499 $ 22,961 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at September 30, 2023: Leases Balance Sheet Classification September 30, 2023 December 31, 2022 Assets: Right of use assets – related party $ 108,527 $ 105,264 All other right-of-use assets 58,709 56,558 Total Right-of-use assets $ 167,236 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 14,120 $ 14,492 Current portion of lease liabilities – other operating leases 10,603 9,583 Total Accounts payable and other current liabilities $ 24,723 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party $ 96,568 $ 93,713 Long-term portion of lease liabilities – all other leases 39,158 32,982 Total Operating lease liabilities $ 135,726 $ 126,695 Total lease liabilities $ 160,449 $ 150,770 Supplemental cash flow information related to operating leases for the nine months ended September 30, 2023 and 2022 was as follows: Nine Months Ended September 30, 2023 2022 Cash payments for operating leases $ 21,869 $ 18,643 ROU assets obtained in exchange for new operating lease liabilities $ 14,383 $ 15,912 |
Schedule of Lessee, Operating Lease, Liability, Maturity | The following table summarizes the future minimum payments for operating leases at September 30, 2023 due in each year ending December 31: Year Operating Leases Remainder of 2023 $ 7,774 2024 30,318 2025 28,601 2026 26,927 2027 26,131 Thereafter 282,415 Total lease payments 402,166 Less: imputed interest (241,717) Present value of operating lease liabilities $ 160,449 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | September 30, 2023 December 31, 2022 Goodwill, gross $ 242,543 $ 239,788 Accumulated impairment (218,646) (218,646) Goodwill, net $ 23,897 $ 21,142 Other intangible assets: Franchise rights (indefinite-lived) $ 236,728 $ 236,678 Non-compete agreements and other (definite-lived)) 23,796 23,795 260,524 260,473 Less: accumulated amortization (20,067) (13,060) Intangible assets, net $ 240,457 $ 247,413 |
Schedule of Goodwill | The following summarizes the changes in the carrying amount of goodwill, net, by reportable segment from December 31, 2022 to September 30, 2023. Powersports Vehicle Logistics Total Balance at December 31, 2022 $ 20,294 $ 848 $ 21,142 Acquisition of Red Hills Powersports 2,600 — 2,600 Purchase accounting adjustments for prior year acquisitions 155 — 155 Balance at September 30, 2023 $ 23,049 $ 848 $ 23,897 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Estimated annual amortization expense related to our definite-lived intangible assets: Remainder of 2023 $ 909 2024 2,675 2025 99 Thereafter — Total $ 3,683 |
SECURED DEBT (Tables)
SECURED DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Senior secured debt consisted of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Term Loan Credit Agreement maturing on August 31, 2026. Payments are required quarterly. Interest rate at September 30, 2023 was 13.75%. $ 297,680 $ 346,066 Financing obligation 47,933 ROF Consumer Finance Facility maturing on February 4, 2025. Interest rate at September 30, 2023 was 10.42%. 14,606 25,000 Notes payable for leasehold improvements and other 1,528 — Total principal amount 361,747 371,066 Less: unamortized debt issuance costs (26,009) (28,572) Total secured debt 335,738 342,494 Less: Current portion of secured debt (14,893) (3,645) Secured debt, net of current portion $ 320,845 $ 338,849 Floorplan notes payable as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Floorplan notes payable - trade $ 94,227 $ 75,387 Floorplan notes payable - non-trade 192,908 144,789 Floorplan notes payable $ 287,135 $ 220,176 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | As of September 30, 2023 and December 31, 2022, the outstanding convertible senior notes net of unamortized debt discount and issue costs are summarized as follows: September 30, 2023 December 31, 2022 Principal Amount Debt Discount and Issue Costs Carrying Amount Principal Amount Debt Discount and Issue Costs Carrying Amount Convertible senior notes $ 38,750 $ (4,554) $ 34,196 $ 38,750 $ (6,860) $ 31,890 Less: Current portion — — — — — — Long-term portion $ 38,750 $ (4,554) $ 34,196 $ 38,750 $ (6,860) $ 31,890 |
Schedule of Interest Income and Interest Expense Disclosure | Interest expense recognized with respect to the Notes for the three and nine months ended September 30, 2023 and 2022 was as follows: Three Months Ended September 30, Nine Months Ended September 30 2023 2022 2023 2022 Contractual interest expense $ 657 $ 657 $ 1,972 $ 1,970 Total interest expense 799 672 2,296 1,934 $ 1,456 $ 1,329 $ 4,268 $ 3,904 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Cost by Plan | The following table reflects the stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted Stock Units $ 3,077 $ 2,606 $ 10,898 $ 7,237 Stock Options — — — — Total stock-based compensation $ 3,077 $ 2,606 $ 10,898 $ 7,237 |
COMMON STOCK WARRANTS (Tables)
COMMON STOCK WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Fair Value Warrants Black-Scholes | The fair value of the warrants was determined at issuance using a Black-Scholes pricing model with the following estimates: August 14, 2023 Warrants Issued Exercise price per share $ 12.00 Stock price on date of issuance $ 7.20 Fair value per share $ 5.01 Volatility 100 % Expected term (years) 5 Risk-free interest rate 4.27 % Dividend yield — % Total fair value at issuance date $ 6,100 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table includes supplemental cash flow information, including non-cash investing and financing activity for the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 Supplemental Disclosure of Cash Flow Information: Cash paid for interest $ 54,498 $ 36,021 Cash paid for taxes $ 894 $ 6,304 Non-cash Investing and Financing Activities: Capital expenditures and technology development costs included in accounts payable and other current liabilities $ 87 $ 1,500 Capital expenditures included in line of credit and notes payable $ 48,896 $ — Fair value of warrants issued as financing costs $ 6,100 $ — Fair value of Class B Common Stock issued for Freedom Transaction $ — $ 26,511 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information about continuing operations by operating segment for the three and nine months ended September 30, 2023 and 2022 were as follows: Powersports Vehicle Logistics Eliminations (1) Total Three Months Ended September 30, 2023 Revenue $ 324,147 $ 14,005 $ (41) $ 338,111 Operating income (loss) $ (1,702) $ 1,415 $ — $ (287) Depreciation and amortization $ 7,265 $ 10 $ — $ 7,275 Interest expense $ (19,828) $ — $ — $ (19,828) Three Months Ended September 30, 2022 Revenue (2) $ 365,726 $ 15,527 $ (589) $ 380,664 Operating income (loss) $ 12,734 $ 1,398 $ (65) $ 14,067 Depreciation and amortization $ 6,544 $ 10 $ — $ 6,554 Interest expense $ (12,209) $ — $ — $ (12,209) Nine Months Ended September 30, 2023 Revenue $ 1,011,999 $ 43,605 $ (378) $ 1,055,226 Operating income (loss) $ (4,506) $ 4,325 $ — $ (181) Depreciation and amortization $ 17,241 $ 30 $ — $ 17,271 Interest expense $ (55,756) $ — $ — $ (55,756) Change in derivative liability $ — $ — $ — $ — Nine Months Ended September 30, 2022 Revenue (2) $ 1,084,480 $ 45,774 $ (2,904) $ 1,127,350 Operating income (loss) $ 64,183 $ 3,746 $ 25 $ 67,954 Depreciation and amortization $ 16,842 $ 30 $ — $ 16,872 Interest expense $ (35,621) $ (1) $ — $ (35,622) Change in derivative liability $ 39 $ — $ — $ 39 Total assets by operating segment at were as follows: Powersports Vehicle Logistics Eliminations (1) Continuing Operations Discontinued Operations Total Total assets at September 30, 2023 $ 1,926,226 $ 2,837 $ (870,046) $ 1,059,017 $ 35 $ 1,059,052 Total assets at December 31, 2022 $ 1,872,201 $ 3,857 $ (860,247) $ 1,015,811 $ 11,399 $ 1,027,210 (1) Intercompany investment balances primarily relate to the acquisitions of RideNow, Freedom Entities, Wholesale Inc. and Wholesale Express, and receivables and other balances related to intercompany freight services of Wholesale Express are eliminated in the Condensed Consolidated Balance Sheets. Revenue and costs for these intercompany freight services have been eliminated in the Condensed Consolidated Statements of Operations. (2) Revenue for Powersports has been adjusted by $19.6 million and $52.4 million, respectively, for the three and nine months ended September 30, 2022. See "Correction of an Immaterial Misstatement Related to Prior Periods" in Note 1. |
DISCONTINUED OPERATIONS AND L_2
DISCONTINUED OPERATIONS AND LOAN RECEIVABLE ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Results of Operations from Discontinued Operations | Discontinued operations for three and nine months ended September 30, 2023 and September 30, 2022 consisted of the following: Three-Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Income (loss) from operations of discontinued Automotive segment $ — $ (858) $ (1,100) $ (1,151) Income tax provision (benefit) — (182) (149) (420) Income (loss) from discontinued operations $ — $ (676) $ (951) $ (731) The following were the carrying amounts of the assets and liabilities of discontinued operations: September 30, 2023 December 31, 2022 Cash $ — $ 1,816 Accounts receivable, net — 1,311 Inventory — 8,248 Prepaid expense and other current assets — 2 Other assets 35 23 Total assets of discontinued operations $ 35 $ 11,400 Accounts payable and accrued expenses $ 513 $ 3,137 Vehicle floorplan notes payable — 5,254 Accrued interest payable — 43 Total liabilities of discontinued operations $ 513 $ 8,434 |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 08, 2023 USD ($) property | Aug. 08, 2023 USD ($) | Sep. 30, 2023 USD ($) store brand | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) store brand | Sep. 30, 2022 USD ($) | Aug. 09, 2023 USD ($) | Dec. 31, 2021 store | |
Business Acquisition [Line Items] | ||||||||
Number of retail locations | store | 55 | 55 | ||||||
Number of brands | brand | 30 | 30 | ||||||
Number retail locations acquired | store | 42 | |||||||
Number of owned properties | property | 8 | |||||||
Sale leaseback transaction, gross proceeds | $ 48,237 | |||||||
Decrease in revenue | $ (338,111) | $ (380,664) | $ (1,055,226) | $ (1,127,350) | ||||
Rights Offering | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity raise | $ 100 | |||||||
Rights Offering | Common Class B | ||||||||
Business Acquisition [Line Items] | ||||||||
Sale of stock, consideration received on transaction | $ 100,000 | |||||||
Term Loan Credit Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity raise | $ 100,000 | |||||||
Powersports Vehicles | Revision of Prior Period, Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Decrease in revenue | $ 19,614 | $ 52,426 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | Mar. 03, 2023 USD ($) originalEquipmentManufacturer | Jun. 22, 2022 shares | Feb. 18, 2022 USD ($) shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 23,897 | $ 21,142 | |||
Freedom Transaction | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired | 100% | ||||
Business combination, consideration transferred | $ 97,237 | ||||
Consideration transferred, cash and certain transaction expenses | $ 70,569 | ||||
Business acquisition, number of shares issued to acquire business (in shares) | shares | 1,048,718 | ||||
Equity interests issuance | $ 26,511 | ||||
Shares returned related to business acquisition (in shares) | shares | 2,446 | ||||
Goodwill | $ 29,359 | ||||
Red Hills Powersports | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred | $ 3,300 | ||||
Number of OEM's acquired | originalEquipmentManufacturer | 10 |
ACQUISITIONS - Purchase Price C
ACQUISITIONS - Purchase Price Consideration (Details) - Freedom Transaction $ in Thousands | Feb. 18, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 70,569 |
Class B Common Stock | 26,511 |
Acquiree transaction expenses paid by the Company at closing | 157 |
Total purchase price consideration | $ 97,237 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - Freedom Transaction $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Pro forma revenue | $ | $ 1,151,060 |
Pro forma net income (loss) from continuing operations | $ | $ 27,102 |
Earnings (loss) per share from continuing operations - basic (in dollars per share) | $ / shares | $ 1.71 |
Earnings (loss) per share from continuing operations - diluted (in dollars per share) | $ / shares | $ 1.70 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | Sep. 08, 2023 USD ($) renewalOption property |
Leases [Abstract] | |
Number of owned properties | property | 8 |
Proceeds from sale | $ 49,958 |
Sale leaseback transaction, gross proceeds | $ 48,237 |
Initial term of lease | 15 years |
Lessee, operating lease, number of renewal options term | renewalOption | 5 |
Operating lease, renewal term | 5 years |
Operating lease term | 40 years |
Operating lease expense | $ 3,747 |
Consumer price index multiple | 2 |
Operating leases, rent expense, net, adjustment percentage | 2% |
LEASES - Balance Sheet Classifi
LEASES - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases, Operating [Abstract] | ||
Right-of-use assets | $ 167,236 | $ 161,822 |
Accounts payable and other current liabilities | 24,723 | 24,075 |
Operating lease liabilities, noncurrent | 135,726 | 126,695 |
Total | $ 160,449 | $ 150,770 |
Operating lease, liability, current, statement of financial position | Accounts payable and other current liabilities | Accounts payable and other current liabilities |
LEASES - Lease Details (Details
LEASES - Lease Details (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average lease term-operating leases | 14 years | 14 years 7 months 6 days |
Weighted average discount rate-operating leases | 14% | 14% |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating | $ 8,825 | $ 7,894 | $ 25,499 | $ 22,961 |
Amortization of assets under lease | 0 | 0 | 0 | 0 |
Interest on lease liabilities | 0 | 0 | 0 | 0 |
Total lease costs | $ 8,825 | $ 7,894 | $ 25,499 | $ 22,961 |
LEASES - Related Parties Balanc
LEASES - Related Parties Balance Sheet Classification (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 31, 2021 lease |
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | $ 167,236 | $ 161,822 | |
Accounts payable and other current liabilities | 24,723 | 24,075 | |
Operating lease liabilities, noncurrent | 135,726 | 126,695 | |
Total | 160,449 | 150,770 | |
Related Party | |||
Lessee, Lease, Description [Line Items] | |||
Number of leases | lease | 24 | ||
Right-of-use assets | 108,527 | 105,264 | |
Accounts payable and other current liabilities | 14,120 | 14,492 | |
Operating lease liabilities, noncurrent | 96,568 | 93,713 | |
Nonrelated Party | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | 58,709 | 56,558 | |
Accounts payable and other current liabilities | 10,603 | 9,583 | |
Operating lease liabilities, noncurrent | $ 39,158 | $ 32,982 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Cash payments for operating leases | $ 21,869 | $ 18,643 |
ROU assets obtained in exchange for new operating lease liabilities | $ 14,383 | $ 15,912 |
LEASES - Maturity Lease Schedul
LEASES - Maturity Lease Schedule (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 7,774 | |
2024 | 30,318 | |
2025 | 28,601 | |
2026 | 26,927 | |
2027 | 26,131 | |
Thereafter | 282,415 | |
Total lease payments | 402,166 | |
Less: imputed interest | (241,717) | |
Present value of operating lease liabilities | $ 160,449 | $ 150,770 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill, gross | $ 242,543 | $ 239,788 |
Accumulated impairment | (218,646) | (218,646) |
Goodwill, net | 23,897 | 21,142 |
Other intangible assets: | 260,524 | 260,473 |
Less: accumulated amortization | (20,067) | (13,060) |
Intangible assets, net | 240,457 | 247,413 |
Non-Compete Agreements and Other | ||
Goodwill [Line Items] | ||
Other intangible assets: | 23,796 | 23,795 |
Franchise Rights | ||
Goodwill [Line Items] | ||
Other intangible assets: | $ 236,728 | $ 236,678 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill by Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 21,142 |
Purchase accounting adjustments for prior year acquisitions | 155 |
Ending balance | 23,897 |
Red Hills Powersports | |
Goodwill [Roll Forward] | |
Acquisition of Red Hills Powersports | 2,600 |
Powersports vehicles | |
Goodwill [Roll Forward] | |
Beginning balance | 20,294 |
Purchase accounting adjustments for prior year acquisitions | 155 |
Ending balance | 23,049 |
Powersports vehicles | Red Hills Powersports | |
Goodwill [Roll Forward] | |
Acquisition of Red Hills Powersports | 2,600 |
Vehicle logistics | |
Goodwill [Roll Forward] | |
Beginning balance | 848 |
Purchase accounting adjustments for prior year acquisitions | 0 |
Ending balance | 848 |
Vehicle logistics | Red Hills Powersports | |
Goodwill [Roll Forward] | |
Acquisition of Red Hills Powersports | $ 0 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 909 |
2024 | 2,675 |
2025 | 99 |
Thereafter | 0 |
Total | $ 3,683 |
SECURED DEBT - Summary (Details
SECURED DEBT - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal amount | $ 361,747 | $ 371,066 |
Less: unamortized debt issuance costs | (26,009) | (28,572) |
Total secured debt | 335,738 | 342,494 |
Less: Current portion of secured debt | (14,893) | (3,645) |
Secured debt, net of current portion | 320,845 | 338,849 |
Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 297,680 | 346,066 |
Term Loan Credit Agreement | Base Rate | ||
Debt Instrument [Line Items] | ||
Effective interest rate (in percent) | 13.75% | |
Financing Obligation | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 47,933 | |
ROV SPV | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 14,606 | 25,000 |
ROV SPV | Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 10.42% | |
Notes payable for leasehold improvements and other | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 1,528 | $ 0 |
SECURED DEBT - Floor Plan Notes
SECURED DEBT - Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Floorplan notes payable | $ 287,135 | $ 220,176 |
Floorplan notes payable - trade | ||
Debt Instrument [Line Items] | ||
Floorplan notes payable | 94,227 | 75,387 |
Floorplan notes payable - non-trade | ||
Debt Instrument [Line Items] | ||
Floorplan notes payable | $ 192,908 | $ 144,789 |
SECURED DEBT - Narrative (Detai
SECURED DEBT - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||||||||
Oct. 25, 2023 | Sep. 08, 2023 USD ($) renewalOption property | Aug. 09, 2023 USD ($) $ / shares shares | Aug. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Aug. 14, 2023 USD ($) | Dec. 31, 2022 USD ($) | Feb. 04, 2022 USD ($) | Mar. 15, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Warrants and rights outstanding | $ 6,100,000 | |||||||||||
Interest expense | $ 19,828,000 | $ 12,209,000 | $ 55,756,000 | $ 35,622,000 | ||||||||
Amortization of debt discount and issuance costs | 7,324,000 | 3,936,000 | ||||||||||
Number of owned properties | property | 8 | |||||||||||
Sale leaseback transaction, gross proceeds | $ 48,237,000 | |||||||||||
Sale leaseback transaction, transaction costs | $ 1,787,000 | |||||||||||
Initial term of lease | 15 years | |||||||||||
Lessee, operating lease, number of renewal options term | renewalOption | 5 | |||||||||||
Operating lease term | 40 years | |||||||||||
Operating lease expense | $ 3,747,000 | |||||||||||
Consumer price index multiple | 2 | |||||||||||
Operating leases, rent expense, net, adjustment percentage | 2% | |||||||||||
Sale leaseback transaction, debt interest rate | 7.40% | |||||||||||
Loans receivable held for sale | 21,555,000 | 21,555,000 | $ 33,662,000 | |||||||||
Term Loan Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest accrual percentage (in percent) | 0.50% | |||||||||||
Paid-in-kind interest percent (in percent) | 1% | |||||||||||
Interest expense | 13,587,000 | 9,605,000 | 39,882,000 | 29,305,000 | ||||||||
Amortization of debt discount and issuance costs | 1,758,000 | $ 1,152,000 | 5,018,000 | $ 4,388,000 | ||||||||
Equity raise | $ 100,000,000 | |||||||||||
Debt covenant, warrants to be issued (in shares) | shares | 1,212,121 | |||||||||||
Debt covenant, warrants to be issued share price (in dollars per share) | $ / shares | $ 12 | |||||||||||
Term Loan Credit Agreement | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate (in percent) | 1% | |||||||||||
Term Loan Credit Agreement | London Interbank Offered Rate (LIBOR) | Debt Instrument, Redemption, Period One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate (in percent) | 8.25% | |||||||||||
Term Loan Credit Agreement | Base Rate | Debt Instrument, Redemption, Period Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate (in percent) | 7.25% | |||||||||||
RumbleOn Finance Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, maximum borrowing capacity | $ 25,000,000 | |||||||||||
Amount drawn on loan facility | 14,606,000 | 14,606,000 | ||||||||||
Line of Credit | Initial Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, maximum borrowing capacity | $ 280,000,000 | |||||||||||
Line of Credit | Delayed Draw Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, maximum borrowing capacity | $ 120,000,000 | |||||||||||
Warrants and rights outstanding | $ 40,000,000 | |||||||||||
Line of Credit | J.P. Morgan Credit Line | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | 474,000 | 1,282,000 | ||||||||||
Amount drawn on loan facility | 31,215,000 | 31,215,000 | ||||||||||
Line of credit facility, current borrowing capacity | $ 75,000,000 | $ 75,000,000 | ||||||||||
Line of Credit | J.P. Morgan Credit Line | Secured Overnight Financing Rate (SOFR) | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate (in percent) | 2% |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Principal Amount, Current portion | $ 0 | $ 0 |
Debt Discount and Issue Costs, Current portion | 0 | 0 |
Carrying Amount, Current portion | 0 | 0 |
Principal Amount, Long-term portion | 38,750 | 38,750 |
Debt Discount and Issue Costs, Long-term portion | (4,554) | (6,860) |
Carrying Amount, Long-term portion | 34,196 | 31,890 |
Convertible senior notes | ||
Principal Amount | 38,750 | 38,750 |
Debt Discount and Issue Costs | (4,554) | (6,860) |
Carrying Amount | $ 34,196 | $ 31,890 |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) | Jan. 14, 2020 tradingDay $ / shares |
RumbleOn, Inc. | Common Class B | JMP Securities LLC | |
Debt Instrument [Line Items] | |
Noncontrolling interest, ownership | 4.99% |
Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate | 6.75% |
Debt instrument, convertible, conversion ratio | 0.25 |
Debt instrument conversion price (in dollars per share) | $ / shares | $ 40 |
Debt instrument, ownership percentage | 25% |
Debt instrument, debt default amount payable, percent | 100% |
Debt instrument, convertible, threshold percentage of stock price trigger | 130% |
Debt instrument, convertible, threshold trading days | 20 |
Debt instrument, convertible, threshold consecutive trading days | 30 |
Debt instrument, redemption price, percentage | 100% |
Convertible Senior Notes | Maximum | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, conversion ratio | 0.62 |
CONVERTIBLE NOTES- Interest Exp
CONVERTIBLE NOTES- Interest Expense Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense | $ 657 | $ 657 | $ 1,972 | $ 1,970 |
Amortization of debt discounts | 799 | 672 | 2,296 | 1,934 |
Total | $ 1,456 | $ 1,329 | $ 4,268 | $ 3,904 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Nov. 01, 2023 tradingDay $ / shares shares | Sep. 30, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 3 years | |
RSUs outstanding (in shares) | 820,916 | |
Unrecognized stock based compensations related to outstanding awards | $ | $ 9,914 | |
Period for recognition for awards not yet recognized | 19 months | |
Common Class B | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for issuance under the Plan (in shares) | 3,291,461 | |
Common Class B | Chief Executive Officer | Share-based Payment Arrangement, Option | Subsequent Event | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 5 years | |
Option to purchase (in shares) | 825,000 | |
Performance threshold period | 30 days | |
Trading days | tradingDay | 2 | |
Common Class B | Chief Executive Officer | Share-based Payment Arrangement, Option | Maximum | Subsequent Event | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance threshold (in dollars per share) | $ / shares | $ 40 | |
Common Class B | Chief Executive Officer | Share-based Payment Arrangement, Option | Minimum | Subsequent Event | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance threshold (in dollars per share) | $ / shares | $ 12 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Restricted Stock Units | $ 3,077 | $ 2,606 | $ 10,898 | $ 7,237 |
Stock Options | 0 | 0 | 0 | 0 |
Total stock-based compensation | $ 3,077 | $ 2,606 | $ 10,898 | $ 7,237 |
COMMON STOCK WARRANTS - Narrati
COMMON STOCK WARRANTS - Narrative (Details) - $ / shares | Oct. 30, 2023 | Sep. 30, 2023 | Aug. 14, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants exercisable (in years) | 5 years | 5 years | |
Common Class B | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Class of warrant purchase (in shares) | 1,212,121 | ||
Exercise price per share (in dollar per share) | $ 12 | ||
Common Class B | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants expired (in shares) | 1,048 | ||
Warrants expired (in dollars per share) | $ 143.13 |
COMMON STOCK WARRANTS - Schedul
COMMON STOCK WARRANTS - Schedule of Fair Value Warrants Black-Scholes (Details) $ in Thousands | Sep. 30, 2023 | Aug. 14, 2023 USD ($) $ / shares |
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, exercisable term | 5 years | 5 years |
Total fair value at issuance date | $ | $ 6,100 | |
Exercise price per share | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 12 | |
Stock price on date of issuance | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 7.20 | |
Fair value per share | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 5.01 | |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 1 | |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.0427 | |
Dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) provision | $ (3,556) | $ 678 | $ (9,706) | $ 8,166 |
Effective income tax rate (in percent) | 17.70% | 15.40% | 17.40% | 23.30% |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 1,212,121 |
Antidilutive securities excluded from computation of earnings per share (in dollars per share) | $ / shares | $ 12 |
Expired Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 1,048 |
Antidilutive securities excluded from computation of earnings per share (in dollars per share) | $ / shares | $ 143.13 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | $ 54,498 | $ 36,021 |
Cash paid for taxes | 894 | 6,304 |
Non-cash Investing and Financing Activities: | ||
Capital expenditures and technology development costs included in accounts payable and other current liabilities | 87 | 1,500 |
Capital expenditures included in line of credit and notes payable | 48,896 | 0 |
Fair value of warrants issued as financing costs | 6,100 | 0 |
Fair value of Class B Common Stock issued for Freedom Transaction | $ 0 | $ 26,511 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 08, 2023 USD ($) | Jun. 27, 2022 USD ($) | Jan. 19, 2022 USD ($) agreement | Aug. 31, 2021 USD ($) lease | Sep. 30, 2023 USD ($) familyMember | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) familyMember shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Operating lease term | 40 years | ||||||||
Operating lease expense | $ 3,747,000 | ||||||||
RideNow Management LLLP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to affiliated entity | $ 2,000 | $ 2,000 | $ 6,000 | $ 6,000 | |||||
Repayments of Related Party Debt | $ 673,000 | ||||||||
Coulter Management Group LLLP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to affiliated entity | 62,000 | 5,000 | 72,000 | 242,000 | |||||
Ready Team Grow, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to affiliated entity | 0 | 52,000 | 100,000 | 162,000 | |||||
Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of leases | lease | 24 | ||||||||
Operating lease, monthly cost | $ 1,229,000 | ||||||||
Operating lease term | 20 years | ||||||||
Operating lease, increase in rent, percent | 2% | ||||||||
Operating lease expense | 4,625,000 | 4,457,000 | 13,855,000 | 13,372,000 | |||||
Equal installment amounts | $ 1,338,000 | ||||||||
Share-based payment arrangement, expense | 115,000 | 262,000 | 474,000 | 778,000 | |||||
Related Party | Bidpath Software License | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment for license fees | $ 0 | 0 | $ 0 | 3,600,000 | |||||
Monthly support and maintenance fees | $ 30,000 | ||||||||
Immediate Family Member of Management or Principal Owner | Family Of William Coulter | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of immediate family members | familyMember | 1 | 1 | |||||||
Gross pay | 50,000 | $ 0 | 200,000 | ||||||
Immediate Family Member of Management or Principal Owner | Family Of Mark Tkach | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of immediate family members | familyMember | 2 | 2 | |||||||
Immediate Family Member of Management or Principal Owner | Mark Tkach Family Member One | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of immediate family members | familyMember | 1 | 1 | |||||||
Gross pay | $ 0 | 0 | $ 0 | 81,000 | |||||
Immediate Family Member of Management or Principal Owner | Mark Tkach Family Member Two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gross pay | $ 137,000 | $ 89,000 | $ 331,000 | $ 239,000 | |||||
Immediate Family Member of Management or Principal Owner | Common Class B | Mark Tkach Family Member Two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares granted in period (in shares) | shares | 42,273 | ||||||||
Director | Bidpath Software License | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of agreements | agreement | 2 | ||||||||
License agreement term | 36 months | ||||||||
License agreement termination notice | 60 days | ||||||||
Impairment capitalized costs | $ 2,610,000 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 338,111 | $ 380,664 | $ 1,055,226 | $ 1,127,350 | |
Operating income (loss) | (287) | 14,067 | (181) | 67,954 | |
Depreciation and amortization | 7,275 | 6,554 | 17,271 | 16,872 | |
Interest expense | (19,828) | (12,209) | (55,756) | (35,622) | |
Change in derivative liability | 0 | 0 | 0 | 39 | |
Total assets | 1,059,052 | 1,059,052 | $ 1,027,210 | ||
Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 1,059,017 | 1,059,017 | 1,015,811 | ||
Discontinued Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 35 | 35 | 11,399 | ||
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (41) | (589) | (378) | (2,904) | |
Operating income (loss) | 0 | (65) | 0 | 25 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Change in derivative liability | 0 | 0 | |||
Intersegment Eliminations | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | (870,046) | (870,046) | (860,247) | ||
Powersports vehicles | Revision of Prior Period, Adjustment | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (19,614) | (52,426) | |||
Powersports vehicles | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 324,147 | 365,726 | 1,011,999 | 1,084,480 | |
Operating income (loss) | (1,702) | 12,734 | (4,506) | 64,183 | |
Depreciation and amortization | 7,265 | 6,544 | 17,241 | 16,842 | |
Interest expense | (19,828) | (12,209) | (55,756) | (35,621) | |
Change in derivative liability | 0 | 39 | |||
Powersports vehicles | Operating Segments | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 1,926,226 | 1,926,226 | 1,872,201 | ||
Vehicle Logistics | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 14,005 | 15,527 | 43,605 | 45,774 | |
Operating income (loss) | 1,415 | 1,398 | 4,325 | 3,746 | |
Depreciation and amortization | 10 | 10 | 30 | 30 | |
Interest expense | 0 | $ 0 | 0 | (1) | |
Change in derivative liability | 0 | $ 0 | |||
Vehicle Logistics | Operating Segments | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | $ 2,837 | $ 2,837 | $ 3,857 |
DISCONTINUED OPERATIONS AND L_3
DISCONTINUED OPERATIONS AND LOAN RECEIVABLE ASSETS HELD FOR SALE - Consolidated Statements Of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from operations of discontinued Automotive segment | $ 0 | $ (858) | $ (1,100) | $ (1,151) |
Income tax provision (benefit) | 0 | (182) | (149) | (420) |
Income (loss) from discontinued operations | 0 | (676) | (951) | (731) |
Discontinued Operations, Disposed of by Means Other than Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from operations of discontinued Automotive segment | 0 | (858) | (1,100) | (1,151) |
Income tax provision (benefit) | 0 | (182) | (149) | (420) |
Income (loss) from discontinued operations | $ 0 | $ (676) | $ (951) | $ (731) |
DISCONTINUED OPERATIONS AND L_4
DISCONTINUED OPERATIONS AND LOAN RECEIVABLE ASSETS HELD FOR SALE - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | ||
Total liabilities of discontinued operations | $ 513 | $ 8,434 |
Discontinued Operations, Disposed of by Means Other than Sale | ||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Cash | 0 | 1,816 |
Accounts receivable, net | 0 | 1,311 |
Inventory | 0 | 8,248 |
Prepaid expense and other current assets | 0 | 2 |
Other assets | 35 | 23 |
Total assets of discontinued operations | 35 | 11,400 |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | ||
Accounts payable and accrued expenses | 513 | 3,137 |
Vehicle floorplan notes payable | 0 | 5,254 |
Accrued interest payable | 0 | 43 |
Total liabilities of discontinued operations | $ 513 | $ 8,434 |
DISCONTINUED OPERATIONS AND L_5
DISCONTINUED OPERATIONS AND LOAN RECEIVABLE ASSETS HELD FOR SALE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Valuation allowance charge for loan receivable held for sale | $ 5,971 | $ 5,971 | $ 0 |
RumbleOn Finance Line of Credit | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Amount drawn on loan facility | $ 14,606 |