FALSE000159696100015969612023-11-072023-11-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2023
2020_Rumble_On_Wordmark_RGB_Gray_Green white.jpg
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
001-38248
(Commission File Number)
46-3951329
(I.R.S. Employer Identification No.)

901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 
75038
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code (214) 771-9952

Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class B Common Stock, $0.001 par valueRMBLThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
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. ¨


Item 2.02.    Results of Operations and Financial Condition.
On November 7, 2023, RumbleOn, Inc. (the “Company”) issued a press release reporting its results for the three and nine months ended September 30, 2023 (the “Earnings Release”). A copy of the earnings release is furnished as Exhibit 99.1 to this report.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
Earnings Release, dated November 7, 2023.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RUMBLEON, INC.
Date: November 7, 2023By:/s/ Michael W. Kennedy
Michael W. Kennedy
Chief Executive Officer
(Principal Executive Officer)


Exhibit 99.1
 
RumbleOn Reports Third Quarter 2023 Financial Results
Paid Down $47 Million of Term Debt
Reiterates 2023 Outlook



IRVING, Texas – November 7, 2023 – RumbleOn, Inc. (NASDAQ: RMBL) (the “Company” or “RumbleOn”), the largest powersports retailer in North America, today announced operational and financial results for the three months ended September 30, 2023. RumbleOn management is hosting an earnings call to discuss the Company’s results today, November 7, 2023, at 7:00 am CT (8:00 am ET).

Third Quarter 2023 Financial and Operational Highlights
•Total Unit Sales of 17,573, comprised of 10,851 New Units and 6,722 Used Units, resulting in New:Used ratio of 1.6x, a slight decrease from the prior quarter
•Total Company Revenue of $338.1 million, down 11.7% sequentially, driven by normal seasonal trends.
•Total Company Gross Profit of $91.9 million; Total Company Gross Profit Margin of 27.2% decreased 60 bps sequentially
•Net Loss from Continuing Operations of $16.5 million with Loss per Share from Continuing Operations of $0.99
•Adjusted Net Loss of $11.9 million with Adjusted Diluted Loss per Share of $0.71
•Adjusted EBITDA of $13.2 million, impacted by lower used unit sales and GPU, partially offset by the positive impact from SG&A reductions
•Announced $100 million Rights Offering
•Reached agreement with primary creditor for revised leverage covenants
•Used net proceeds from sale leaseback of Real Estate portfolio to repay $47 million of debt



Management Commentary
Mike Kennedy, RumbleOn's Chief Executive Officer, stated, “I am thrilled to join RumbleOn at such an exciting time in the transformation journey. I look forward to bringing my extensive industry experience to guide the company in its next chapter. During the quarter, the team made significant progress towards strengthening our balance sheet and cutting costs, positioning the company for future growth and success."
Mr. Kennedy continued, “Looking ahead, the entire leadership team and the Board are laser focused on driving growth and profitability as well as a disciplined capital allocation plan to effectively deliver value for our shareholders.”







Third Quarter 2023 — Summary Financial Results
Reconciliation of GAAP to non-GAAP financial measures are provided in accompanying financial schedules.

Unless otherwise noted, all comparisons in the narrative are on a sequential basis for the three months ended September 30, 2023, as compared to the three months ended June 30, 2023. The following table provides operating highlights related to continuing operations.

(Unaudited)
$ in millions except per share amountsThree Months EndedChange
Sep 30, 2023Jun 30, 2023Sep 30, 2022SequentialYear-over-Year
Total Unit Sales (#)17,57320,27718,393(13.3)%(4.5)%
Total Revenue$338.1$382.7$380.7(11.7)%(11.2)%
Gross Profit$91.9$106.4$114.4(13.6)%(19.7)%
Gross Profit Margin27.2%27.8%30.0%(60) bps(280) bps
Income (loss) from continuing operations$(16.5)$(12.8)$3.728.9%nm
Diluted Earnings (Loss) per Share from Continuing Operations$(0.99)$(0.78)$0.2326.9%nm
Adjusted EBITDA$13.2$23.6$26.1(44.2)%(49.4)%
Adjusted Net Income (Loss)$(11.9)$0.3$5.3nmnm
Adjusted Diluted Earnings (Loss) per Share$(0.71)$0.02$0.33nmnm

nm = not meaningful

Total Unit Sales 17,573 units decreased 13.3%, driven by typical seasonality in the powersports business.

Total Revenue of $338.1 million decreased 11.7%.
Total Gross Profit of $91.9 million decreased 13.6% and Gross Profit Margin was 27.2%, down from 27.8%. Sequential decrease in gross profit margin was in line with our prior expectations.
Operating Expenses were $92.2 million, or 27.3% of revenue, compared to $105.6 million, or 27.6% of revenue. Total stock-based compensation was $3.1 million compared to $4.9 million in the prior quarter.
Loss from Continuing Operations was $16.5 million, or 4.9% of revenue, compared to $12.8 million, or 3.4% of revenue. Loss per diluted share was $0.99 compared to $0.78.
Adjusted Net Income (Loss) was $(11.9) million, or (3.5)% of revenue, compared to $0.3 million or 0.1% of revenue. Adjusted net income (loss) per diluted share was $(0.71) compared to $0.02.

Adjusted EBITDA was $13.2 million, compared to $23.6 million. The 44.2% sequential decrease in Adjusted EBITDA was driven by the impact of lower unit sales as expected due to the seasonality in the Powersports segment partially offset by the effects of recently implemented cost reductions.
Cash and Restricted Cash as of September 30, 2023 was approximately $59.5 million, and total debt was $369.9 million.
Total Available Liquidity, defined as unrestricted cash plus availability under floor plan credit facilities for inventory on hand at September 30, 2023, totaled approximately $73.6 million.
Cash Flow used in Operating Activities was $19.3 million for the nine months ended September 30, 2023.
2

Weighted Average Basic and Diluted Shares of Class A and Class B common stock outstanding were 16,665,709 and 16,452,254 for the three months and nine months ended September 30, 2023, respectively. As of September 30, 2023, RumbleOn had 16,735,391 total shares of Class B common stock and 50,000 shares of Class A common stock outstanding.


Full Year 2023/2024 — Financial Outlook
RumbleOn is reaffirming its outlook for the full year 2023 and full year 2024:
The full year 2023 Outlook is as follows:
•Total Powersports and Transportation Revenue of $1.38 billion to $1.48 billion.
•Powersports GPU of approximately $5,300 to $5,400.
•Adjusted EBITDA of $55 million to $65 million.








3

Third Quarter 2023 — Segment Results
Unless otherwise noted, all comparisons are on a sequential basis for the three months ended September 30, 2023, as compared to the three months ended June 30, 2023.


Powersports Segment
(Unaudited)
$ in millions except per unitThree Months EndedChange
Sep 30, 2023Jun 30, 2023Sep 30, 2022SequentialYear-over-Year
Unit Sales (#)
New10,851 13,126 9,973 (17.3)%8.8%
Used6,722 7,151 8,420 (6.0)%(20.2)%
Total Powersports Unit Sales17,573 20,277 18,393 (13.3)%(4.5)%
Revenue
New$159.6 $185.6 $165.4 (14.0)%(3.5)%
Used 75.6 84.1 106.5 (10.1)%(29.0)%
Finance & Insurance, net 29.3 33.2 31.6 (11.7)%(7.3)%
Parts, Services, and Accessories59.7 65.4 62.2 (8.7)%(4.0)%
Total Powersports Revenue$324.2 $368.3 $365.7 (12.0)%(11.3)%
Gross Profit
New$22.1 $28.6 $32.1 (22.7)%(31.2)%
Used 10.3 10.9 18.0 (5.5)%(42.8)%
Finance & Insurance, net 29.3 33.2 31.6 (11.7)%(7.3)%
Parts, Services, and Accessories27.0 30.4 29.1 (11.2)%(7.2)%
Total Powersports Gross Profit$88.7 $103.1 $110.8 (14.0)%(19.9)%
Powersports GPU1
$5,380 $5,349 $6,343 0.6%(15.2)%
1 Calculated as total powersports gross profit divided by new and used retail powersports units sold.

Used Powersports Units, which includes used retail and wholesale Powersports Units, decreased (6.0)% sequentially, primarily due to expected seasonality.
Used Powersports Revenue decreased (10.1)% sequentially due to anticipated seasonality.
Used Powersports Gross Profit decreased (5.5)% sequentially due primarily to the expected decrease in units, partially offset by a small increase in Used GPU.
New Powersports Revenue decreased (14.0)% sequentially, as the result of a (17.3)% reduction in unit sales, driven by normal reduction in consumer demand from Q2 to Q3.
New Powersports Gross Profit decreased (22.7)% sequentially due primarily to the decrease in new unit sales and changes in mix.
Powersports GPU was $5,380, increased 0.6% sequentially.1
4

Vehicle Logistics Segment
(Unaudited)
$ in millionsThree-Months EndedChange
Sep 30, 2023Jun 30, 2023Sep 30, 2022SequentialYear-over-Year
Vehicles Transported (#)22,93020,99023,1059.2%(0.8)%
Vehicle Logistics Revenue$14.0$14.4$15.0(2.8)%(6.7)%
Vehicle Logistics Gross Profit $3.3$3.4$3.5(2.9)%(5.7)%

Revenue from the Vehicle Logistics Segment decreased 2.8% sequentially, despite a 9.2% increase in the number of vehicles transported, due to a decrease in revenue per vehicle transported to $609 in the third quarter.

Gross profit for this segment was down sequentially, driven by lower revenue per vehicle transported.

Conference Call Details
RumbleOn's management will host a conference call to discuss its operational and financial results on November 7, 2023 at 7:00 a.m. Central Time (8:00 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 1-877-407-9751 (or 1-201-689-8453 for callers outside of the United States) and enter conference ID 13742467.

About RumbleOn
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. As of September 2023, we operate over 55 retail locations, each equipped with full service departments, as well as 5 regional fulfillment centers. Our retail locations are run by our highly-trained and knowledgeable team and are primarily located in the Sun Belt of the United States. To learn more please visit us online at https://www.rumbleon.com/.


5

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.

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.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss), and Adjusted net income (loss) margin are non-GAAP financial measures and should not be considered as alternatives 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, depreciation and amortization, changes in derivative liability, non-cash stock-based compensation costs, transaction 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 necessarily 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.

Adjusted net income (loss) is defined as net income (loss) adjusted to add back transaction costs, purchase accounting adjustments and other non-recurring costs which include items not indicative of our ongoing operating performance.

With respect to our 2023 adjusted EBITDA target, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the complexity of the reconciling items that we exclude from this non-GAAP measure.


Investor Relations Contact:
Will Newell
investors@rumbleon.com


6

RumbleOn, Inc.
Condensed Consolidated Balance Sheets
 (Unaudited)
(Dollars in thousands; except per share amounts)
 September 30, 2023December 31, 2022
ASSETS 
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 
Assets held for sale21,555 33,662 
Current assets of discontinued operations— 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 assets68,251 58,115 
Assets of discontinued operations35 23 
Other assets
 1,574 1,881 
Total assets
 $1,059,052 $1,027,210 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Current liabilities:
 
  Accounts payable and other current liabilities
 $81,830 $79,439 
Vehicle floor plan note payable
 287,135 220,176 
Current portion of long-term debt and line of credit
 14,893 3,645 
Current liabilities of discontinued operations513 8,434 
Total current liabilities
 384,371 311,694 
Long-term liabilities:
 
Senior secured debt
 271,671 317,494 
Convertible debt, net
 34,196 31,890 
Line of credit 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:
 
Class A Common Stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022
— — 
Class B Common Stock, $0.001 par value, 100,000,000 shares authorized, 16,735,391 and 16,184,264 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
 17 16 
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 
7

RumbleOn, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenue:   
Powersports vehicles$235,132 $271,877 $738,136 $806,382 
Parts, service and accessories59,727 62,216 184,205182,268
Finance and insurance, net29,288 31,569 89,65895,830
Vehicle logistics13,964 15,002 43,22742,870
Total revenue338,111 380,664 1,055,2261,127,350
Cost of revenue:
Powersports
202,788 221,631 634,091647,891
Parts, service and accessories
32,754 33,074 99,54296,473
Vehicle logistics10,624 11,516 32,94633,732
Total cost of revenue246,166 266,221 766,579778,096
Gross profit
91,945 114,443 288,647349,254
Selling, general and administrative
84,957 93,822 271,557264,428
Depreciation and amortization
7,275 6,554 17,27116,872
Operating income
(287)14,067 (181)67,954
Other income (expense):
Interest expense(19,828)(12,209)(55,756)(35,622)
Other income75 26 208230
PPP Loan forgiveness— 2,509 —2,509
Change in derivative liability
— — — 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 taxes provision (benefit) from continuing operations
(3,556)678 (9,706)8,166
Income (loss) from continuing operations, net(16,484)3,715 (46,023)26,944
Income (loss) from operations of discontinued operations— (858)(1,100)(1,151)
Income tax provision (benefit) from discontinued operations— (182)(149)(420)
Income (loss) from discontinued operations, net— (676)(951)(731)
Net income (loss)
$(16,484)$3,039 $(46,974)$26,213 
Weighted average number of common shares outstanding - basic
16,665,70916,020,29616,452,25415,859,134 
Earnings (loss) per share - basic from continuing operations$(0.99)$0.23 $(2.80)$1.70 
Earnings (loss) per share - basic from discontinued operations$— $(0.04)$(0.06)$(0.05)
Weighted average number of common shares outstanding - fully diluted
16,665,70916,067,39516,452,25415,922,484
Earnings (loss) per share - diluted from continuing operations$(0.99)$0.23 $(2.80)$1.69 
Earnings (loss) per share - diluted from discontinued operations$— $(0.04)$(0.06)$(0.05)
8

RumbleOn, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
Nine Months Ended September 30,
20232022
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 (used in) operating activities:
 
  Depreciation and amortization
17,27116,872
  Amortization of debt discount and issuance costs
7,3243,936
  Stock-based compensation expense
10,8987,237
Forgiveness of PPP loan—(2,509)
  Gain from change in value of derivatives
—(39)
  Deferred taxes
(10,136)3,946
Originations of loan receivables, net of principal payments received5,006(23,676)
Valuation allowance charge for loan receivable assets held for sale5,971—
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 assets1,779(494)
  Other assets177(3,766)
  Other liabilities
1,461(2,813)
  Accounts payable and accrued liabilities3,729(2,131)
  Floor plan trade note borrowings
18,84038,746
Net cash provided by (used in) operating activities of continuing operations
(19,325)(29,641)
CASH FLOWS FROM INVESTING ACTIVITIES
   
   Acquisitions, net of cash received
(3,300)(65,976)
   Purchase 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—84,500
   Proceeds from sale leaseback transaction49,718—
 Proceeds from ROF credit facility for the purchase of consumer finance loans—22,925
   Repayment of debt and line of credit(59,048)(34,082)
 Repayment of notes payable—(2,116)
    Net borrowings from non-trade floor financing plans45,99334,067
    Debt issuance costs(1,787)—
Net cash provided by financing activities of continuing operations
34,876105,294
CASH FLOWS FROM DISCONTINUED OPERATIONS
   Net cash provided by operating activities3,43811,372
   Net cash used in financing activities (5,254)(13,286)
Net cash used in discontinued operations(1,816)(1,914)
NET INCREASE (DECREASE) IN CASH874(2,759)
Cash and restricted cash at beginning of period, including discontinued operations58,57851,974
Cash and restricted cash at end of period, including discontinued operations$59,452 $49,215 
9

RumbleOn, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA 
(Unaudited)
(Dollars in thousands)
 
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income (loss)$(16,484)$3,039 $(46,974)$26,213 
Income (loss) from discontinued operations, net— (676)(951)(731)
Income (loss) from continuing operations, net$(16,484)$3,715 $(46,023)$26,944 
Add back:
Interest expense 19,828 12,209 55,756 35,622 
Depreciation and amortization7,275 6,554 17,271 16,872 
Income tax provision (benefit)(3,556)678 (9,706)8,165 
EBITDA7,063 23,156 17,298 87,603 
Adjustments:
Change in derivative liability— — — (39)
Charges related to proxy contest and Board of Directors reorganization324 — 5,053 — 
Lease expense associated with favorable related party leases in excess of contractual lease payments271 177 813 706 
Litigation settlement expenses9 — 88 — 
Loss associated with RumbleOn Finance loan receivables600 — 5,971 — 
Other non-recurring costs
64 2,5889526,514
Personnel restructuring costs1,768 — 6,493 — 
Purchase accounting related— — — 63 
PPP Loan forgiveness— (2,509)— (2,509)
Transaction costs
— 100 34 1,503 
Stock based compensation3,077 2,605 10,898 7,237 
Adjusted EBITDA$13,176 $26,117 $47,600 $101,078 

For the three and nine months ended September 30, 2023 and 2022, adjustments to Adjusted EBITDA are primarily comprised of:
•Income associated with the change in value of derivative liability as reported on the Condensed Consolidated Statement of Operations,
•Charges related to the shareholder proposals for the annual meeting of shareholders and reorganization of our Board of Directors, which includes the reimbursement of advisor fees incurred by shareholders in connection with the proxy contest of $2.5 million,
•Lease expense associated with favorable related party leases in excess of contractual lease payments,
•Charges associated with litigation outside of our ongoing operations,
•Impairment associated with the reduction of the RumbleOn Finance loan receivables portfolio down to its fair value in preparation of its sale, which is anticipated to occur in the fourth quarter of 2023,
•Other non-recurring costs, which include one-time expenses incurred. For the three and nine months ended September 30, 2023, the balance was comprised of integration costs and professional fees associated with
10

acquisitions, and a death benefit to the estate of the Company's former Chief Financial Officer and director. For the three and nine months ended September 30, 2022, the balance was primarily related to various integration costs and professional fees associated with the Freedom Powersports and RideNow acquisitions, technology implementation, and establishment of the RumbleOn Finance secured loan facility.
•Personnel restructuring costs, comprised of severance and charges associated with the separation of former executives, including the Company's former President and Chief Operating Officer, and Chief Financial Officer,
•Purchase accounting adjustments, which represent one-time charges related to acquisitions,
•Non-cash stock-based compensation expense, and
•Transaction costs associated with acquisitions, which primarily include professional fees and third-party costs.


11

RumbleOn, Inc.
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and
Earnings (Loss) per share to Adjusted Earnings (Loss) per share
(Unaudited)
(Dollars in thousands, except per share amounts)
 
Three Months Ended
 September 30,		Nine Months Ended September 30,
2023202220232022
Net income (loss)$(16,484)$3,039 $(46,974)$26,213 
Income (loss) from discontinued operations, net— (676)(951)(731)
Income (loss) from continuing operations, net$(16,484)$3,715 $(46,023)$26,944 
Adjustments:
Charges related to proxy contest and Board of Directors reorganization324 —5,053 — 
Lease expense associated with favorable related party leases in excess of contractual lease payments271 177 813 706 
Litigation settlement expenses9 —88 — 
Loss associated with sale of RumbleOn Finance loan receivables600 — 5,971 — 
Other non-recurring costs
1,252 2,625 2,140 6,796 
PPP Loan forgiveness— (2,509)— (2,509)
Purchase accounting related2,572 2,456 8,560 6,359 
Personnel restructuring costs580 — 5,305 — 
Transaction costs
— 100 34 1,503 
Income tax expense(993)(1,311)(4,754)(4,269)
Adjusted Net Income (Loss)
$(11,869)$5,253 $(22,813)$35,530 
Weighted average number of common shares outstanding - basic16,665,709 16,020,296 16,452,254 15,859,134 
Earnings (loss) per share - basic from continuing operations$(0.99)$0.23 $(2.80)$1.70 
Adjusted earnings (loss) per share - basic $(0.71)$0.33 $(1.39)$2.24 
Weighted average number of common shares outstanding - diluted16,665,709 16,067,395 16,452,254 15,922,484 
Earnings (loss) per share - diluted from continuing operations$(0.99)$0.23 $(2.80)$1.69 
Adjusted earnings (loss) per share - diluted$(0.71)$0.33 $(1.39)$2.23 
For the three and nine months ended September 30, 2023 and 2022, adjustments to net income (loss) are primarily comprised of:
•Charges related to the shareholder proposals for the annual meeting of shareholders and reorganization of our Board of Directors, which includes the reimbursement of advisor fees incurred by shareholders in connection with the proxy contest of $2.5 million in the nine months ended September 30, 2023,
•Lease expense associated with favorable related party leases in excess of contractual lease payments,
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•Charges associated with litigation outside of our ongoing operations,
•Impairment associated with the reduction of the RumbleOn Finance loan receivables portfolio down to its fair value in preparation of its sale, which is anticipated to occur in the fourth quarter of 2023,
•Other non-recurring costs, which include one-time expenses incurred. For the three and nine months ended September 30, 2023, the balance was comprised of integration costs and professional fees associated with acquisitions, and a death benefit to the estate of the Company's former Chief Financial Officer and director. For the three and nine months ended September 30, 2022, the balance was primarily related to various integration costs and professional fees associated with the Freedom Powersports and RideNow acquisitions, technology implementation, and establishment of the RumbleOn Finance secured loan facility,
•Purchase accounting adjustments, which represent one-time charges related to acquisitions,
•Personnel restructuring costs, comprised of severance and charges associated with the separation of former executives, including the Company's former President and Chief Operating Officer, and Chief Financial Officer,
•Transaction costs associated with acquisitions, which primarily include professional fees and third-party costs, and
•Income tax expense as reported on the Consolidated Statements of Operations.
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v3.23.3
Cover
Nov. 07, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 07, 2023
Entity Registrant Name RumbleOn, Inc.
Entity Incorporation, State or Country Code NV
Entity File Number 001-38248
Entity Tax Identification Number 46-3951329
Entity Address, Address Line Two Suite 110A
Entity Address, Address Line One 901 W. Walnut Hill Lane,
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class B Common Stock, $0.001 par value
Trading Symbol RMBL
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001596961
RumbleOn (NASDAQ:RMBL)
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