RumbleOn Reports Record Operational and Financial Results for the Fourth Quarter and Full Year 2021

RumbleOn logo (678)
  • 4Q Pro forma Used Retail Powersports Revenue up 164%, Used Retail Unit Sales up 87%
  • 4Q Revenue of $440.9 million; Full Year Pro forma Revenue of $1,586.1 million, reaching the high end of the Revenue guidance range
  • 4Q Net Income of $20.7 million and fully diluted Earnings Per Share of $1.35
  • Full Year Pro forma Net Income of $45.5 million with Pro forma Adjusted EBITDA of $117.4 million
  • Management to host a conference call today, March 16, 2022, at 8:30 am ET

IRVING, TX – March 16, 2022 – (Motor Sports NewsWire) – RumbleOn, Inc. (NASDAQ: RMBL) (the “Company” or “RumbleOn”), the nation’s first technology-based omnichannel powersports platform, today announced operational and financial results for the three and twelve months ended December 31, 2021. RumbleOn management is hosting an investor call to discuss the Company’s results today, March 16, 2022, at 8:30 am ET. The Company issued a Shareholder Letter with management commentary and financial information, which is available on RumbleOn’s Investor Relations website.

Marshall Chesrown, RumbleOn’s Chief Executive Officer commented, “We are excited to report a record year for RumbleOn, as we accelerated the flow through of inventory acquired online through our retail locations. We generated $117.4 million in pro forma adjusted EBITDA, while delivering nearly $1.6 billion in pro forma revenue, all the while making meaningful strides towards our long-term objectives.”

“Consumers are demanding convenience, personalization, and affordability everywhere they shop, and Powersports is no different. We are reimagining the customer experience, both online and in the showroom, and we are making great strides in our mission to build the future of Powersports. Our strategy to combine the online with the in-store experience is working. On a comparable pro forma basis in Q4, we sold 87% more used retail Powersports units and generated 164% more revenue from these sales compared to the same quarter last year. We are laser-focused on building an unparalleled customer experience in Powersports, and we are confident that this is the most durable way to deliver long term value to our stakeholders,” concluded Mr. Chesrown.

Shareholder Letter

RumbleOn issued a shareholder letter with operational and financial results, outlook, and management commentary that can be accessed on the quarterly results page of the Company’s Investor Relations website at https://investors.rumbleon.com/quarterly-results.

Conference Call Details

RumbleOn’s management will host a conference call to discuss its operational and financial results, and provide a detailed outlook on March 16, 2022 at 8:30 a.m. Eastern Time. A live and archived webcast can be accessed from RumbleOn’s Investor Relations website. To access the conference call telephonically, callers may dial 1-877-407-9716 (or 1-201-493-6779 for callers outside of the United States) and enter conference ID 13727311.

About RumbleOn

RumbleOn, Inc. is the nation’s first technology-based omnichannel powersports platform. Headquartered in the Dallas Metroplex, RumbleOn is revolutionizing the customer experience for outdoor enthusiasts across the country and making powersport vehicles accessible to more people, in more places than ever before. To learn more please visit us online at https://www.rumbleon.com/.

Cautionary Note on Forward-Looking Statements

This press release may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release and are advised to consider the factors listed under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s SEC filings, as may be updated and amended from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

As disclosed in a Form 12b-25 filed earlier today, as RumbleOn completes its first year 404 assessment of internal control over financial reporting, the Company currently anticipates that it will disclose in its Form 10-K for the year ended December 31, 2021, a material weakness relating to general controls over information technology. RumbleOn does not expect this material weakness will impact the financial information reported in this press release. Furthermore, RumbleOn has performed additional analyses and other procedures to enable management to conclude that the financial information included in this press release fairly presents, in all material respects, RumbleOn’s financial condition and results of operations as of and for the quarterly period and year ended December 31, 2021, however RumbleOn can provide no assurance that a change to the financial information will not be required or that the Company will not identify other material weaknesses. RumbleOn expects that it will file the Form 10-K within the 15-day extension period provided by Rule 12b-25.

Use of Non-GAAP Financial Measures

As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release. Non-GAAP financial measures for the three months and years ended December 31, 2021 and December 31, 2020 used in this release are pro forma and as reported adjusted EBITDA.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to U.S. GAAP.

Adjusted EBITDA is defined as net income (loss) adjusted to add back interest expense (including debt extinguishment), depreciation and amortization, changes in derivative liability and certain recoveries, charges and expenses, such as an insurance recovery, non-cash stock-based compensation costs, acquisition related costs, litigation expenses, and other non-recurring costs, as these recoveries, charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance.

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure and capital investments.

RumbleOn, Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(dollars in thousands)

As Reported

(unaudited)

Pro Forma

(unaudited)

4Q 2021

4Q 2020

FY 2021

FY 2020

4Q 2021

4Q 2020

FY 2021

FY 2020

Net income (loss)

$

20,660

$

(5,490

)

$

(9,725

)

$

(24,999

)

$

20,660

$

8,025

$

45,495

$

18,914

Add back:

Interest expense (including debt extinguishment)

7,355

1,451

15,462

6,450

7,355

13,455

39,404

47,312

Depreciation and amortization

3,155

575

6,103

2,143

3,155

4,364

13,200

13,607

Interest income and miscellaneous income

(181

)

(1,391

)

(1,967

)

Change in derivative liability

25

(4

)

8,799

(11

)

25

(4

)

8,799

(10

)

Income taxes

(10,984

)

(21,665

)

(10,984

)

2,675

(2,706

)

6,305

EBITDA

20,211

(3,468

)

(1,026

)

(16,417

)

20,211

28,334

102,801

84,161

Adjustments:

Impairment loss on automotive inventory

11,738

11,738

Insurance recovery

178

178

Insurance proceeds

(3,135

)

(5,615

)

805

(3,135

)

(4,810

)

Stock-based compensation1

2,054

553

29,219

2,978

2,054

553

29,219

3,175

Acquisition costs associated with the RideNow transaction

766

4,281

766

4,281

Other non-recurring costs

374

267

2,025

1,347

374

267

2,025

1,347

PPP loan forgiveness

(2,110

)

(2,682

)

(2,110

)

(21,721

)

Purchase accounting related

1,388

1,388

1,388

1,388

Adjusted EBITDA

22,683

(2,648

)

30,070

(5,791

)

22,683

29,959

114,858

95,789

Pro forma adjustments

31

2,525

124

Pro forma adjusted EBITDA

$

22,683

$

(2,648

)

$

30,070

$

(5,791

)

$

22,683

$

29,990

$

117,383

$

95,913

1 Stock based compensation includes the vesting of all then outstanding RSU awards upon the closing of the RideNow transaction.

RumbleOn, Inc.

Consolidated Balance Sheets

(unaudited)

(dollars in thousands; except per share amounts)

December 31,

2021

2020

ASSETS

Current assets:

Cash

$

48,974

$

1,467

Restricted cash

3,000

2,049

Accounts receivable, net

41,619

9,408

Inventory

201,666

21,360

Prepaid expense and other current assets

6,335

3,446

Total current assets

301,594

37,730

Property and equipment, net

21,417

6,521

Right-of-use assets

133,112

5,690

Goodwill

260,922

26,887

Intangible assets, net

302,066

46

Other assets

26,207

105

Total assets

1,045,318

76,979

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

62,040

14,193

Vehicle floor plan notes payable

97,278

17,812

Accrued interest payable

Current portion lease liabilities

20,249

Current portion of long-term and convertible debts

4,322

3,440

Total current liabilities

183,889

35,445

Long-term liabilities:

Senior secured debt

253,438

Convertible debt, net

29,396

27,166

Notes payable

150

4,691

Derivative liabilities

66

17

Long-term portion of operating lease liabilities

114,687

4,370

Long-term portion of financing lease liabilities

2,869

Deferred tax liabilities

8,138

Other long-term liabilities

21,396

720

Total long-term liabilities

430,140

36,964

Total liabilities

614,029

72,409

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2021 and 2020

Class A common stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding as of December 31, 2021 and 2020

Class B common stock, $0.001 par value, 100,000,000 shares authorized, 14,882,022 and 2,191,633 shares issued and outstanding as of December 31, 2021 and 2020

15

2

Additional paid-in capital

549,699

108,949

Accumulated deficit

(114,106

)

(104,381

)

Class B common stock in treasury, at cost 123,089 and 0 shares as of December 31, 2021 and 2020

(4,319

)

Total stockholders’ equity

431,289

4,570

Total liabilities and stockholders’ equity

$

1,045,318

$

76,979

RumbleOn, Inc.

Consolidated Statements of Operations

(unaudited)

(dollars in thousands, except per share amounts)

Three months ended
December 31,

Twelve months ended
December 31,

2021

2020

2021

2020

Revenue:

Vehicles Sales

Powersports

$

202,002

$

8,012

$

323,303

$

46,654

Automotive

144,232

55,843

460,888

337,085

Parts, service and accessories

50,889

200

66,969

872

Vehicle logistics

11,090

6,625

43,878

31,816

Finance and insurance, net

32,695

39,693

Total revenue

440,908

70,680

934,731

416,427

Cost of revenue

Powersports

167,679

6,369

264,872

40,061

Automotive

136,391

51,755

430,142

308,801

Parts, service and accessories

38,417

47,262

Vehicle logistics

8,320

4,875

34,278

24,200

Cost of revenue before impairment loss

350,807

62,999

776,554

373,062

Impairment loss on automotive inventory

11,738

Total cost of revenue

350,807

62,999

776,554

384,800

Gross profit

90,101

7,681

158,177

31,627

Selling, general and administrative

69,946

10,596

135,801

50,681

Stock-based compensation and other issuances

2,054

553

29,219

2,978

Insurance recovery

(3,135

)

(5,615

)

Depreciation and amortization

3,155

575

6,103

2,143

Operating income (loss)

14,946

(4,043

)

(9,811

)

(18,560

)

Interest expense

(7,355

)

(1,451

)

(15,462

)

(6,450

)

Forgiveness of PPP loan

2,110

2,682

Change in derivative liability

(25

)

4

(8,799

)

11

Other

Income (loss) before benefit for income taxes

9,676

(5,490

)

(31,390

)

(24,999

)

Benefit for income taxes

(10,984

)

(21,665

)

Net income (loss)

$

20,660

$

(5,490

)

$

(9,725

)

$

(24,999

)

Weighted average number of common shares outstanding – basic

15,055,084

2,241,633

6,920,318

2,184,441

Weighted average number of common shares outstanding – fully diluted

15,263,736

Net income (loss) per share – basic

$

1.37

$

(2.45

)

$

(1.41

)

$

(11.44

)

Net income (loss) per share – fully diluted

$

1.35

$

$

$

RumbleOn, Inc.

Condensed Consolidated Statements of Cash Flows

For the Two Years Ended December 31, 2021

(unaudited)

(dollars in thousands)

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (9,725)

$ (24,999)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

6,103

2,143

Amortization of debt discounts

4,386

2,027

Forgiveness of PPP loan

(2,682)

Bad debt expense

311

Share based compensation

29,219

2,978

Impairment loss on inventory

11,738

Impairment loss on property and equipment

178

Loss (gain) from change in value of derivatives

8,799

(11)

Gain on early extinguishment of debt

(188)

Deferred taxes

(19,910)

Changes in operating assets and liabilities:

Increase in accounts receivable

(5,978)

(1,236)

(Increase) decrease in inventory

(63,554)

24,282

Increase in prepaid expenses and other current assets

(1,102)

(2,236)

(Increase) decrease in other assets

(25,983)

87

Increase in accounts payable and accrued liabilities

12,174

1,349

Increase in other liabilities

17,147

720

(Decrease) in floor plan trade note borrowings

15,119

Net cash (used in) provided by operating activities

(35,987)

17,143

CASH FLOWS FROM INVESTING ACTIVITIES

Cash used for acquisition, net of cash received

(366,967)

Purchase of property and equipment

(7,718)

(175)

Proceeds from sales of property and equipment

38

Technology development

(1,871)

(2,145)

Net cash used in investing activities

(376,556)

(2,282)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from convertible note

8,272

Proceeds from senior secured debt

261,451

Repayments of notes payable

(10,413)

(1,768)

Increase (decrease) in borrowings from non-trade floor plans

18,722

(40,533)

Net proceeds from PPP loan

5,178

Net proceeds from sale of common stock

191,241

10,780

Net cash provided by (used in) financing activities

461,001

(18,071)

NET INCREASE IN CASH

48,458

(3,210)

CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD

3,516

6,726

CASH AND RESTRICTED CASH AT END OF PERIOD

$ 51,974

$ 3,516

Source: RumbleOn, Inc. 

RumbleOn logo 2020

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