rmbl-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38248

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)

Nevada

46-3951329

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

901 W Walnut Hill Lane, Suite 110A

Irving, Texas

75038

(Address of principal executive offices)

(Zip Code)


(214) 771-9952
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class B Common Stock, $0.001 par value

RMBL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "a smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The number of shares of Class B Common Stock, $0.001 par value, outstanding on November 1, 2024 was 35,320,954 shares. In addition, 50,000 shares of Class A Common Stock, $0.001 par value, were outstanding on November 1, 2024.

Table of Contents

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

Table of Contents to Report on Form 10-Q


PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31



Item 5.	Other Information	32
Item 6.	Exhibits	32
SIGNATURES		33

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

RumbleOn, Inc.

Condensed Consolidated Balance Sheets

($ in millions, except per share amounts)


	September 30, 2024		December 31, 2023
ASSETS	(Unaudited)
Current assets:
Cash	$	50.1	$	58.9
Restricted cash	16.6		18.1
Accounts receivable, net	30.0		50.3
Inventory, net	293.7		347.5
Prepaid expense and other current assets	4.2		6.0
Total current assets	394.6		480.8
Property and equipment, net	71.5		76.8
Right-of-use assets	161.4		163.9
Franchise rights and other intangible assets	201.5		203.3
Other assets	1.5		1.5
Total assets	$	830.5	$	926.3
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other current liabilities	$	70.2	$	68.1
Vehicle floor plan notes payable	242.5		291.3
Current portion of long-term debt	39.2		35.6
Total current liabilities	351.9		395.0
Long-term liabilities:
Long-term debt, net of current maturities	209.8		238.7
Operating lease liabilities	133.2		134.1
Other long-term liabilities, including finance lease obligation	52.3		52.9
Total long-term liabilities	395.3		425.7
Total liabilities	747.2		820.7
Commitments and contingencies
Stockholders' equity:
Class A common stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding	—		—
Class B common stock, $0.001 par value, 100,000,000 shares authorized, 35,300,694 and 35,071,955 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	—		—
Additional paid-in capital	691.1		701.0
Accumulated deficit	(603.5)		(591.1)
Class B common stock in treasury, at cost, 123,089 shares	(4.3)		(4.3)
Total stockholders' equity	83.3		105.6
Total liabilities and stockholders' equity	$	830.5	$	926.3

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

RumbleOn, Inc.

Condensed Consolidated Statements of Operations

($ in millions, except per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue:
Powersports vehicles	$	206.4	$	235.1	$	656.2	$	738.1
Parts, service and accessories	49.2		59.7		159.0		184.2
Finance and insurance, net	24.3		29.3		79.8		89.7
Vehicle transportation services	15.1		14.0		44.6		43.2
Total revenue	295.0		338.1		939.6		1,055.2

Cost of revenue:
Powersports vehicles	182.6		202.8		571.8		634.1
Parts, service and accessories	26.5		32.7		86.5		99.5
Vehicle transportation services	11.6		10.6		34.5		32.9
Total cost of revenue	220.7		246.1		692.8		766.5

Gross profit	74.3		92.0		246.8		288.7

Selling, general and administrative	65.9		85.0		211.2		271.6
Depreciation and amortization	3.1		7.2		9.7		17.2

Operating income (loss)	5.3		(0.2)		25.9		(0.1)

Other income (expense):
Floor plan interest expense	(4.4)		(3.9)		(12.7)		(9.8)
Other interest expense	(12.2)		(16.0)		(36.2)		(46.0)
Other income	0.1		0.1		0.4		0.2
Total other expense	(16.5)		(19.8)		(48.5)		(55.6)

Loss from continuing operations before income taxes	(11.2)		(20.0)		(22.6)		(55.7)
Income tax benefit	—		(3.5)		(0.4)		(9.7)
Loss from continuing operations	(11.2)		(16.5)		(22.2)		(46.0)
Loss from discontinued operations	—		—		—		(1.0)
Net loss	$	(11.2)	$	(16.5)	$	(22.2)	$	(47.0)

Weighted average shares - basic and diluted	35,283,033		16,665,709		35,209,785		16,452,254

Loss from continuing operations per share - basic and diluted	$	(0.32)	$	(0.99)	$	(0.63)	$	(2.80)
Loss from discontinued operations per share - basic and diluted	$	—	$	—	$	—	$	(0.06)
Net loss per share - basic and diluted	$	(0.32)	$	(0.99)	$	(0.63)	$	(2.86)

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

RumbleOn, Inc.

Consolidated Statements of Stockholders' Equity

($ in millions)

(Unaudited)


	Common Shares		Additional Paid-in Capital		Accumulated Deficit		Treasury Shares			Total Stockholders’ Equity
	Class A	Class B					Shares	Amount
June 30, 2024	50,000	35,226,730	$	690.0	$	(592.3)	123,089	$	(4.3)	$	93.4
Stock-based compensation	—	73,964	1.1		—		—	—		1.1
Net loss	—	—	—		(11.2)		—	—		(11.2)
September 30, 2024	50,000	35,300,694	$	691.1	$	(603.5)	123,089	$	(4.3)	$	83.3


	Common Shares		Additional Paid-in Capital		Accumulated Deficit		Treasury Shares			Total Stockholders’ Equity
	Class A	Class B					Shares	Amount
December 31, 2023	50,000	35,071,955	$	701.0	$	(591.1)	123,089	$	(4.3)	$	105.6
Cumulative effect adjustment from adoption of ASU 2020-06	—	—	(13.5)		9.8		—	—		(3.7)
Stock-based compensation	—	228,739	3.9		—		—	—		3.9
Other	—	—	(0.3)		—		—	—		(0.3)
Net loss	—	—	—		(22.2)		—	—		(22.2)
September 30, 2024	50,000	35,300,694	$	691.1	$	(603.5)	123,089	$	(4.3)	$	83.3


	Common Shares		Additional Paid-in Capital		Accumulated Deficit		Treasury Shares			Total Stockholders’ Equity
	Class A	Class B					Shares	Amount
June 30, 2023	50,000	16,565,389	$	593.0	$	(406.1)	123,089	$	(4.3)	$	182.6
Stock-based compensation	—	170,002	3.1		—		—	—		3.1
Tax withholding for vesting of RSUs	—	—	(0.2)		—		—	—		(0.2)
Issuance of warrant	—	—	6.1		—		—	—		6.1
Net loss	—	—	—		(16.5)		—	—		(16.5)
September 30, 2023	50,000	16,735,391	$	602.0	$	(422.6)	123,089	$	(4.3)	$	175.1


	Common Shares		Additional Paid-in Capital		Accumulated Deficit		Treasury Shares			Total Stockholders’ Equity
	Class A	Class B					Shares	Amount
December 31, 2022	50,000	16,184,264	$	585.9	$	(375.6)	123,089	$	(4.3)	$	206.0
Stock-based compensation	—	551,127	10.9		—		—	—		10.9
Tax withholding for vesting of RSUs	—	—	(0.9)		—		—	—		(0.9)
Issuance of warrant	—	—	6.1		—		—	—

SEC Form 10-Q filed by RumbleOn Inc.