IRVING,
Texas, March 11, 2025 /PRNewswire/ -- RumbleOn,
Inc. (NASDAQ: RMBL), ("RumbleOn" or "the Company"), today announced
financial results for its fourth quarter and full year ended
December 31, 2024.
Key Fourth Quarter 2024 Highlights (Compared to Fourth
Quarter 2023):
- Revenue of $269.6 million
decreased 13.4%
- Net loss totaled $56.4 million
compared to net loss of $168.5
million, including intangible asset impairment charges of
$39.3 million in 2024 and
$60.1 million in 2023. Net loss in
2023 also included an increase in the deferred tax valuation
allowance that resulted in income tax expense of $59.3 million being recorded on a loss.
- Selling, general & administrative expense (SG&A) was
$64.2 million compared to
$81.7 million
- Adjusted EBITDA(1) of $2.2
million compared to a loss of $0.3
million
Key Full Year 2024 Highlights (Compared to Full Year
2023)
- Revenue of $1,209.2 million
decreased 11.5%
- Net loss totaled $78.6 million
compared to net loss of $215.5
million
- Selling, general & administrative expense (SG&A) was
$275.4 million compared to
$347.3 million
- Adjusted EBITDA(1) of $32.9
million decreased 12.0%
Other Highlights:
- Fully repaid $38.8 million of
6.75% convertible senior notes upon maturity in January 2025
- Raised $10 million in a rights
offering
- Completed a sale-leaseback for a dealership property with gross
proceeds of $4.0 million
- Entered into a new $16.0 million
floor plan line for pre-owned inventory with a related party
- Reduced inventories by $106.9
million and floor plan notes payable by $81.4 million during the year
- Operating cash inflows for 2024 totaled $99.4 million compared to cash outflows of
$38.9 million in 2023
- Reduced Non-Vehicle Net Debt(1) in 2024 by
$60.8 million to $182.1 million
"Despite the macroeconomic challenges of 2024, we remained
focused on disciplined execution, operational efficiency, and
building a strong foundation for long-term value creation. While
our powersports segment faced headwinds, we exceeded our goal of
reducing new inventory levels and generated positive free cash flow
for the year. I'm incredibly proud of our front-line store
operations team for delivering exceptional performance in a tough
environment. There's more work ahead to strengthen profitability in
2025, but with the right inventory mix and a well-developed plan,
we're confident we can deliver sustained, improved results," stated
Michael Quartieri, RumbleOn's
Chairman and Chief Executive Officer.
|
Fourth Quarter 2024
Results
|
|
|
Fourth
Quarter
|
|
($ in millions
except units)
|
2024
|
|
2023
|
|
YOY
Change
|
|
Revenue
|
$
269.6
|
|
$
311.2
|
|
(13.4) %
|
|
Gross Profit
|
$
67.5
|
|
$
71.2
|
|
(5.2) %
|
|
SG&A
|
$
64.2
|
|
$
81.7
|
|
(21.4) %
|
|
Adjusted
SG&A(1)
|
$
62.3
|
|
$
80.8
|
|
(22.9) %
|
|
Operating
Loss
|
$
(40.6)
|
|
$
(75.4)
|
|
46.2 %
|
|
Net Loss
|
$
(56.4)
|
|
$
(168.5)
|
|
66.5 %
|
|
Adjusted
EBITDA(1)
|
$
2.2
|
|
$
(0.3)
|
|
NM
|
|
|
|
|
|
|
|
Unit Retail
Sales:
|
|
|
|
|
|
|
New
Powersports
|
10,217
|
|
11,293
|
|
(9.5) %
|
|
Pre-owned
Powersports
|
3,925
|
|
4,303
|
|
(8.8) %
|
|
Full
Year
|
|
($ in millions
except units)
|
2024
|
|
2023
|
|
YOY
Change
|
|
Revenue
|
$
1,209.2
|
|
$
1,366.4
|
|
(11.5) %
|
|
Gross Profit
|
$
314.3
|
|
$
359.9
|
|
(12.7) %
|
|
SG&A
|
$
275.4
|
|
$
347.3
|
|
(20.7) %
|
|
Adjusted
SG&A(1)
|
$
270.0
|
|
$
333.1
|
|
(18.9) %
|
|
Operating
Loss
|
$
(14.7)
|
|
$
(69.5)
|
|
78.8 %
|
|
Net Loss
|
$
(78.6)
|
|
$
(215.5)
|
|
63.5 %
|
|
Adjusted
EBITDA(1)
|
$
32.9
|
|
$
37.4
|
|
(12.0) %
|
|
|
|
|
|
|
|
Unit Retail
Sales:
|
|
|
|
|
|
|
New
Powersports
|
42,464
|
|
45,706
|
|
(7.1) %
|
|
Pre-owned
Powersports
|
22,524
|
|
26,956
|
|
(16.4) %
|
|
Full
Year
|
|
($ in
millions)
|
2024
|
|
2023
|
|
YOY
Change
|
|
Operating Cash
Flow
|
$
99.4
|
|
$
(38.9)
|
|
355.5 %
|
|
Capital
Expenditures
|
$
(2.0)
|
|
$
(13.7)
|
|
85.4 %
|
|
Free Cash
Flow(1)
|
$
97.4
|
|
$
(52.6)
|
|
285.2 %
|
|
|
|
|
|
|
|
Dec.
31,
|
|
Dec.
31,
|
|
|
|
2024
|
|
2023
|
|
Change
|
|
Cash
(unrestricted)
|
$
85.3
|
|
$
58.9
|
|
44.8 %
|
|
Long-term Debt,
including Current Maturities
|
$
251.1
|
|
$
274.3
|
|
(8.5) %
|
|
Non-Vehicle
Debt(1)
|
$
267.4
|
|
$
301.8
|
|
(11.4) %
|
|
Non-Vehicle Net
Debt(1)
|
$
182.1
|
|
$
242.9
|
|
(25.0) %
|
|
|
|
(1)
|
Adjusted SG&A,
EBITDA, Adjusted EBITDA, Free Cash Flow, and Non-Vehicle Net Debt
are non-GAAP measures. Reconciliations of GAAP to non-GAAP
financial measures are provided in accompanying financial
schedules.
|
|
NM = Not
meaningful.
|
Fourth Quarter 2024 — Segment Results
|
Powersports
Segment
|
|
|
Fourth
Quarter
|
|
$ in millions,
except per unit
|
2024
|
|
2023
|
|
YOY
Change
|
|
Unit Sales
(#)
|
|
|
|
|
|
|
Retail
|
|
|
|
|
|
|
New
|
10,217
|
|
11,293
|
|
(9.5) %
|
|
Pre-owned
|
3,925
|
|
4,303
|
|
(8.8) %
|
|
Total retail
|
14,142
|
|
15,596
|
|
(9.3) %
|
|
Pre-owned
wholesale
|
1,206
|
|
1,995
|
|
(39.5) %
|
|
Total Powersports
Unit Sales
|
15,348
|
|
17,591
|
|
(12.8) %
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
New
|
$
138.5
|
|
$
157.0
|
|
(11.8) %
|
|
Pre-owned
|
47.9
|
|
56.3
|
|
(14.9) %
|
|
Finance &
Insurance, net
|
22.6
|
|
27.3
|
|
(17.2) %
|
|
Parts, Services, and
Accessories
|
47.2
|
|
57.6
|
|
(18.1) %
|
|
Total Powersports
Revenue
|
$
256.2
|
|
$
298.2
|
|
(14.1) %
|
|
|
|
|
|
|
|
Gross
Profit
|
|
|
|
|
|
|
New
|
$
15.0
|
|
$
20.7
|
|
(27.5) %
|
|
Pre-owned
|
4.7
|
|
(5.8)
|
|
181.0 %
|
|
Finance &
Insurance, net
|
22.6
|
|
27.3
|
|
(17.2) %
|
|
Parts, Services, and
Accessories
|
22.0
|
|
25.6
|
|
(14.1) %
|
|
Total Powersports
Gross Profit
|
$
64.3
|
|
$
67.8
|
|
(5.2) %
|
|
Powersports
GPU(1)
|
$
4,547
|
|
$
4,350
|
|
4.5 %
|
|
|
|
(1)
|
Calculated as
total powersports gross profit divided by total retail units
sold.
|
|
Vehicle Transportation Services
Segment
|
|
|
Fourth
Quarter
|
|
($ in
millions)
|
2024
|
|
2023
|
|
Change
|
|
Vehicles Transported
(#)
|
22,212
|
|
21,599
|
|
2.8 %
|
|
Vehicle
Transportation Services Revenue
|
$
13.4
|
|
$
13.0
|
|
3.1 %
|
|
Vehicle
Transportation Services Gross Profit
|
$
3.3
|
|
$
3.4
|
|
(2.9) %
|
Balance Sheet, Liquidity and Cash Flow
The Company generated $99.4
million in operating cash flow during 2024, ending the year
with $85.3 million in unrestricted
cash and $146.2 million of
availability under its powersports floor plan lines of
credit. During the year, the Company reduced inventory
$106.9 million and amounts payable
under floor plans by $81.4
million. The Company also repaid principal debt
amounts of $36.0 million during
2024. In addition, the Company generated $9.8 million of cash through the issuance of 2.4
million shares of common stock through its rights offering in
December 2024. In January 2025,
the Company repaid its $38.8 million
principal amount and the accrued interest of its 6.75%
convertible senior notes at their maturity.
Investor Conference Call
RumbleOn's management will host a conference call to discuss
these results on March 11, 2025 at 7:00
a.m. Central Time (8:00 a.m. Eastern
Time). To access the conference call, United States callers may dial 1-844-825-9789
(1-412-317-5180 for callers outside of the United States) and enter conference ID
10196311. A live and archived webcast will be accessible from
RumbleOn's Investor Relations website at
https://investors.rumbleon.com.
About RumbleOn
RumbleOn, Inc. (NASDAQ: RMBL), operates through two operating
segments: our Powersports dealership group and Wholesale Express,
LLC, an asset-light transportation services provider focused on the
automotive industry. We believe our Powersports group is the
largest powersports retail group in the
United States, offering over hundreds of powersports
franchises representing different brands of products. Our
Powersports group sells a wide selection of new and pre-owned
products, including parts, apparel, accessories, finance &
insurance products and services, and aftermarket products. We are
one of the largest purchasers of pre-owned powersports vehicles in
the United States and utilize
RideNow's Cash Offer to acquire vehicles directly from
consumers.
For more information on RumbleOn, please visit rumbleon.com.
Forward-Looking Statements
This press release contains "forward-looking statements" as that
term is defined under the Private Securities Litigation Reform Act
of 1995, 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.
Non-GAAP Measures
To supplement its condensed consolidated financial statements,
which are prepared and presented in accordance with accounting
principles generally accepted in the
United States of America ("GAAP"), the Company uses the
following non-GAAP financial measures: EBITDA, Adjusted EBITDA,
Free Cash Flow, Non-Vehicle Net Debt, and Adjusted SG&A
(collectively the "non-GAAP financial measures"). The presentation
of this financial information is not intended to be considered in
isolation or as a substitute for, or superior to, the financial
information prepared and presented in accordance with GAAP. The
Company uses these non-GAAP financial measures for financial and
operational decision making and as a means to evaluate
period-to-period comparisons. The Company believes that they
provide useful information about operating results, enhance the
overall understanding of our operating performance and future
prospects, and allow for greater transparency with respect to key
metrics used by management in its financial and operational
decision making. The non-GAAP measures used by the Company in this
press release may be different from the measures used by other
companies.
|
RumbleOn,
Inc.
|
|
Consolidated
Statements of Operations
|
|
(in millions, except
per share amounts)
|
|
|
Fourth
Quarter
|
|
Full
Year
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Revenue:
|
|
|
|
|
|
|
|
|
Powersports
vehicles
|
$
186.4
|
|
$
213.3
|
|
$
842.6
|
|
$
951.4
|
|
Parts, service and
accessories
|
47.2
|
|
57.6
|
|
206.2
|
|
241.8
|
|
Finance and insurance,
net
|
22.6
|
|
27.3
|
|
102.4
|
|
117.0
|
|
Vehicle transportation
services
|
13.4
|
|
13.0
|
|
58.0
|
|
56.2
|
|
Total
revenue
|
269.6
|
|
311.2
|
|
1,209.2
|
|
1,366.4
|
|
Cost of
revenue:
|
|
|
|
|
|
|
|
|
Powersports
vehicles
|
166.8
|
|
198.4
|
|
738.6
|
|
832.5
|
|
Parts, service and
accessories
|
25.2
|
|
32.0
|
|
111.7
|
|
131.5
|
|
Vehicle transportation
services
|
10.1
|
|
9.6
|
|
44.6
|
|
42.5
|
|
Total cost of
revenue
|
202.1
|
|
240.0
|
|
894.9
|
|
1,006.5
|
|
Gross
profit
|
67.5
|
|
71.2
|
|
314.3
|
|
359.9
|
|
Selling, general and
administrative
|
64.2
|
|
81.7
|
(1)
|
275.4
|
|
347.3
|
|
Impairment of goodwill
and franchise rights
|
39.3
|
|
60.1
|
|
39.3
|
|
60.1
|
|
Depreciation and
amortization
|
4.6
|
|
4.8
|
|
14.3
|
|
22.0
|
|
Operating
loss
|
(40.6)
|
|
(75.4)
|
|
(14.7)
|
|
(69.5)
|
|
Other
expense:
|
|
|
|
|
|
|
|
|
Floor plan interest
expense
|
(3.3)
|
|
(3.4)
|
|
(16.0)
|
|
(13.2)
|
|
Other interest
expense, net
|
(11.9)
|
|
(18.0)
|
|
(48.1)
|
|
(64.0)
|
|
Other
expense
|
(0.4)
|
|
(2.6)
|
(1)
|
—
|
|
(8.4)
|
|
Total other
expense
|
(15.6)
|
|
(24.0)
|
|
(64.1)
|
|
(85.6)
|
|
Loss from continuing
operations before income taxes
|
(56.2)
|
|
(99.4)
|
|
(78.8)
|
|
(155.1)
|
|
Income tax provision
(benefit)
|
0.2
|
|
69.0
|
|
(0.2)
|
|
59.3
|
|
Loss from continuing
operations
|
$
(56.4)
|
|
$
(168.4)
|
|
$
(78.6)
|
|
$
(214.4)
|
|
Loss from discontinued
operations
|
—
|
|
(0.1)
|
|
—
|
|
(1.1)
|
|
Net
loss
|
$
(56.4)
|
|
$
(168.5)
|
|
$
(78.6)
|
|
$
(215.5)
|
|
|
|
|
|
|
|
|
|
Weighted average
shares-basic and diluted
|
35.7
|
|
21.6
|
|
35.4
|
|
17.7
|
|
Loss from continuing
operations per share - basic and diluted
|
$
(1.58)
|
|
$
(7.81)
|
|
$
(2.22)
|
|
$
(12.08)
|
|
Net loss per share -
basic and diluted
|
$
(1.58)
|
|
$
(7.81)
|
|
$
(2.22)
|
|
$
(12.15)
|
|
Common shares
outstanding, net of treasury stock, at period end
|
37.7
|
|
35.1
|
|
37.7
|
|
35.1
|
|
|
|
(1)
|
Includes a $6.0 million
reclassification for comparability with the year-end 2023
presentation of the loss on RumbleOn Finance customer loan
portfolio.
|
|
RumbleOn,
Inc.
|
|
Consolidated Balance
Sheets
|
|
($ in
millions)
|
|
|
|
December
31,
|
|
|
2024
|
|
2023
|
|
ASSETS
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash
|
|
$
85.3
|
|
$
58.9
|
|
Restricted
cash
|
|
11.4
|
|
18.1
|
|
Accounts receivable,
net
|
|
30.5
|
|
50.3
|
|
Inventory
|
|
240.6
|
|
347.5
|
|
Prepaid expense and
other current assets
|
|
3.6
|
|
6.0
|
|
Total current
assets
|
|
371.4
|
|
480.8
|
|
Property and
equipment, net
|
|
63.5
|
|
76.8
|
|
Right-of-use
assets
|
|
157.1
|
|
163.9
|
|
Franchise rights and
other intangible assets
|
|
161.9
|
|
203.3
|
|
Other
assets
|
|
1.3
|
|
1.5
|
|
Total
assets
|
|
$
755.2
|
|
$
926.3
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Accounts payable
and other current liabilities
|
|
$
75.4
|
|
$
68.1
|
|
Vehicle floor plan
notes payable
|
|
209.9
|
|
291.3
|
|
Current portion of
long-term debt
|
|
39.1
|
|
35.6
|
|
Total current
liabilities
|
|
324.4
|
|
395.0
|
|
Long-term
liabilities:
|
|
|
|
|
|
Long-term
debt
|
|
212.0
|
|
238.7
|
|
Operating lease
liabilities
|
|
129.8
|
|
134.1
|
|
Other long-term
liabilities, including finance lease obligation
|
|
52.3
|
|
52.9
|
|
Total long-term
liabilities
|
|
394.1
|
|
425.7
|
|
Total
liabilities
|
|
718.5
|
|
820.7
|
|
Commitments and
contingencies
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
Additional paid-in
capital
|
|
700.9
|
|
701.0
|
|
Accumulated
deficit
|
|
(659.9)
|
|
(591.1)
|
|
Treasury
stock
|
|
(4.3)
|
|
(4.3)
|
|
Total stockholders'
equity
|
|
36.7
|
|
105.6
|
|
Total liabilities
and stockholders' equity
|
|
$
755.2
|
|
$
926.3
|
|
RumbleOn,
Inc.
|
|
Consolidated
Statements of Cash Flows
|
|
($ in
millions)
|
|
|
Full
Year
|
|
2024
|
|
2023
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES
|
|
|
|
|
Net
loss
|
$
(78.6)
|
|
$
(215.5)
|
|
Loss from discontinued
operations
|
—
|
|
(1.1)
|
|
Loss from continuing
operations
|
(78.6)
|
|
(214.4)
|
|
Adjustments to
reconcile loss from continuing operations to net cash provided by
operating activities:
|
|
|
|
|
Depreciation and
amortization
|
14.3
|
|
22.0
|
|
Amortization of debt
issuance costs
|
9.2
|
|
10.4
|
|
Inventory
write-down
|
—
|
|
12.6
|
|
Stock-based
compensation
|
4.6
|
|
12.0
|
|
Loss on sale of
property in sale-leaseback transaction
|
0.5
|
|
—
|
|
Impairment on
intangible assets
|
39.3
|
|
60.1
|
|
Deferred
taxes
|
(0.4)
|
|
58.5
|
|
Gain on partial
termination of warehouse lease
|
(0.9)
|
|
—
|
|
Interest paid-in-kind
capitalized to debt principal
|
1.5
|
|
—
|
|
Valuation allowance
and loss on sale of loans receivable portfolio
|
—
|
|
7.6
|
|
Changes in operating
assets and liabilities, net of acquisitions:
|
|
|
|
|
Accounts
receivable
|
19.8
|
|
3.9
|
|
Inventory
|
107.9
|
|
(31.7)
|
|
Prepaid expenses
and other assets
|
2.2
|
|
1.7
|
|
Accounts payable
and accrued liabilities
|
6.2
|
|
(4.4)
|
|
Other
liabilities
|
3.1
|
|
(3.7)
|
|
Floor plan trade
note borrowings
|
(29.3)
|
|
26.5
|
|
Net cash provided by
(used in) operating activities
|
99.4
|
|
(38.9)
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES
|
|
|
|
|
Acquisitions, net of cash received
|
(0.7)
|
|
(3.3)
|
|
Proceeds
from sale of property
|
4.0
|
|
—
|
|
Purchase
of property and equipment
|
(2.0)
|
|
(13.7)
|
|
Technology
development
|
(0.4)
|
|
(2.1)
|
|
Net cash provided by
(used in) investing activities
|
0.9
|
|
(19.1)
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES
|
|
|
|
|
Repayment of
debt
|
(36.0)
|
|
(111.7)
|
|
Increase (decrease) in
borrowings from non-trade floor plans
|
(53.0)
|
|
42.5
|
|
Proceeds from
sale-leaseback transaction
|
—
|
|
50.0
|
|
Proceeds from rights
offering
|
9.8
|
|
98.4
|
|
Other
|
(1.4)
|
|
(1.0)
|
|
Net cash provided by
(used in) financing activities
|
(80.6)
|
|
78.2
|
|
Net cash used in
discontinued operations
|
—
|
|
(1.8)
|
|
NET CHANGE IN CASH
AND RESTRICTED CASH
|
19.7
|
|
18.4
|
|
Cash and restricted
cash at beginning of period
|
77.0
|
|
58.6
|
|
Cash and restricted
cash at end of period
|
$
96.7
|
|
$
77.0
|
RumbleOn, Inc.
Non-GAAP
Measures
(Unaudited)
($ in millions)
EBITDA and Adjusted EBITDA
We define EBITDA as net loss adjusted to add back interest
expense, income taxes, depreciation and amortization and
discontinued operations. Adjusted EBITDA further adds back
non-cash stock-based compensation costs, transaction costs, certain
litigation expenses not associated with our ongoing operations,
charges related to the 2023 proxy contest and reorganization of our
Board of Directors, impairment charges, and other non-recurring
costs and credits, 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 reduced by floor plan
interest expense. Our industry typically treats interest expense on
vehicle floor plan debt as operating expense. Vehicle floor plan
debt is integral to our operations and is collateralized by our
powersports vehicles.
Adjusted EBITDA is one of the primary metrics we use to evaluate
the financial performance of our business. We present Adjusted
EBITDA because we believe it is helpful in highlighting trends in
our operating results and it is frequently used by analysts,
investors and other interested parties to evaluate companies in our
industry.
A reconciliation of net loss to EBITDA and Adjusted EBITDA is
provided below:
|
Fourth
Quarter
|
|
Full
Year
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net loss
(GAAP)
|
$
(56.4)
|
|
$
(168.5)
|
|
$
(78.6)
|
|
$
(215.5)
|
|
Loss from discontinued
operations
|
—
|
|
(0.1)
|
|
—
|
|
(1.1)
|
|
Loss from continuing
operations
|
(56.4)
|
|
(168.4)
|
|
(78.6)
|
|
(214.4)
|
|
Add
back:
|
|
|
|
|
|
|
|
|
Floor plan interest
expense
|
3.3
|
|
3.4
|
|
16.0
|
|
13.2
|
|
Other interest
expense
|
11.9
|
|
18.0
|
|
48.1
|
|
64.0
|
|
Depreciation and
amortization
|
4.6
|
|
4.8
|
|
14.3
|
|
22.0
|
|
Income tax
benefit
|
0.2
|
|
69.0
|
|
(0.2)
|
|
59.3
|
|
EBITDA
(non-GAAP)
|
(36.4)
|
|
(73.2)
|
|
(0.4)
|
|
(55.9)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Floor plan interest
expense
|
(3.3)
|
|
(3.4)
|
|
(16.0)
|
|
(13.2)
|
|
Stock-based
compensation
|
0.7
|
|
1.1
|
|
4.6
|
|
12.0
|
|
Lease expense
associated with favorable related party leases in excess of
contractual lease payments
|
0.3
|
|
0.3
|
|
1.1
|
|
1.1
|
|
Other non-recurring
costs(1)
|
1.6
|
|
0.6
|
|
4.2
|
|
2.7
|
|
Personnel restructuring
costs(2)
|
—
|
|
—
|
|
0.1
|
|
5.3
|
|
Proxy contest and Board
reorganization charges
|
—
|
|
—
|
|
—
|
|
5.1
|
|
Loss associated with
ROF loan receivables(3)
|
—
|
|
1.6
|
|
—
|
|
7.6
|
|
Pre-owned vehicle
inventory valuation adjustment
|
—
|
|
12.6
|
|
—
|
|
12.6
|
|
Impairment of goodwill
and franchise rights
|
39.3
|
|
60.1
|
|
39.3
|
|
60.1
|
|
Adjusted EBITDA
(non-GAAP)
|
$
2.2
|
|
$
(0.3)
|
|
$
32.9
|
|
$
37.4
|
|
|
|
(1)
|
Other non-recurring
costs, which include one-time expenses incurred. For 2024 period,
this was primarily costs for litigation not part of normal, ongoing
operations and a canceled service contract. For 2023 period, this
was comprised primarily of integration costs and professional fees
associated with acquisitions and a death benefit to the estate of a
former Company officer and director.
|
|
(2)
|
Amount in 2023 is
primarily comprised of expenses associated with the separation of a
former officer of the Company.
|
|
(3)
|
Loss associated with
the fair value of the RumbleOn Finance loan receivables
portfolio, which was sold during the fourth quarter of
2023.
|
RumbleOn, Inc.
Non-GAAP
Measures
(Unaudited)
($ in millions)
Free Cash Flow
We define Free Cash Flow as cash flows from operating activities
less capital expenditures of property and equipment (not including
acquisitions). We utilize Free Cash Flow when assessing the
Company's sources of liquidity and capital resources. We
believe that Free Cash Flow is helpful in understanding the
Company's capital requirements and provides an additional means to
reflect the cash flow trends in the Company's business. We believe
Free Cash Flow is useful to investors because it represents the
cash that our operating businesses generate, before taking into
account non-operational cash movements. Free Cash Flow has
certain limitations in that it does not represent the total
increase or decrease in the cash balance for the period, nor does
it represent the residual cash flow for discretionary
expenditures. Therefore, we think it is important to evaluate
Free Cash Flow along with our consolidated statement of cash
flows.
A reconciliation of cash flows from operating activities to Free
Cash Flow is provided below:
|
Full
Year
|
|
2024
|
|
2023
|
|
Cash flows from
operating activities (GAAP)
|
$
99.4
|
|
$
(38.9)
|
|
Less:
|
|
|
|
|
Capital
expenditures
|
(2.0)
|
|
(13.7)
|
|
Free Cash Flow
(non-GAAP)
|
$
97.4
|
|
$
(52.6)
|
Non-Vehicle Net Debt
We define Non-Vehicle Net Debt as total principal of long-term
debt, including current maturities, less unrestricted cash. Our
restricted cash is principally related to vehicle floor plan debt
and is therefore not part of this calculation. Vehicle floor plan
debt and finance lease obligations are not included in this
measure. We believe that Non-Vehicle Net Debt is useful to
investors and analysts as a measure of our financial
position. We use Non-Vehicle Net Debt to monitor and compare
our financial position from period to period.
A reconciliation of total long-term debt, including current
maturities to Non-Vehicle Net Debt is provided below:
|
As of
Dec. 31,
2024
|
|
As of
Dec. 31,
2023
|
|
Long-term debt,
including current maturities (GAAP)
|
$
251.1
|
|
$
274.3
|
|
Add back: unamortized
debt discount and issuance costs
|
16.3
|
|
27.5
|
|
Principal of long-term
debt, including current maturities
|
267.4
|
|
301.8
|
|
Less: unrestricted
cash
|
(85.3)
|
|
(58.9)
|
|
Non-Vehicle Net Debt
(non-GAAP)
|
$
182.1
|
|
$
242.9
|
RumbleOn, Inc.
Non-GAAP
Measures
(Unaudited)
($ in millions)
Adjusted SG&A
We define Adjusted SG&A as SG&A adjusted to deduct
transaction costs, certain litigation expenses not associated with
our ongoing operations, charges related to the 2023 proxy contest
and reorganization of our Board of Directors, and other
non-recurring costs, as these charges and expenses are not
considered a part of our core business operations and are not
necessarily an indicator of the ongoing run rate of our
SG&A. Adjusted SG&A is a non-GAAP financial measure
and should not be used as a replacement for SG&A reported in
compliance with GAAP. Adjusted SG&A has certain
limitations in that it does not represent the total SG&A for
the period. Therefore, we think it is important to evaluate
Adjusted SG&A along with SG&A and our overall statement of
operations.
A reconciliation of SG&A to Adjusted SG&A is below:
|
Fourth
Quarter
|
|
Full
Year
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
SG&A
(GAAP)
|
$ 64.2
|
|
$ 81.7
|
|
$
275.4
|
|
$
347.3
|
|
% of Gross
Profit
|
95.1 %
|
|
114.7 %
|
|
87.6 %
|
|
96.5 %
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Lease expense
associated with favorable related party leases in excess of
contractual lease payments
|
(0.3)
|
|
(0.3)
|
|
(1.1)
|
|
(1.1)
|
|
Other non-recurring
costs(1)
|
(1.6)
|
|
(0.6)
|
|
(4.2)
|
|
(2.7)
|
|
Personnel restructuring
costs(2)
|
—
|
|
—
|
|
(0.1)
|
|
(5.3)
|
|
Charges related to
proxy contest and Board of Directors reorganization
|
—
|
|
—
|
|
—
|
|
(5.1)
|
|
Adjusted SG&A
(non-GAAP)
|
$ 62.3
|
|
$ 80.8
|
|
$
270.0
|
|
$
333.1
|
|
% of Gross
Profit
|
92.3 %
|
|
113.5 %
|
|
85.9 %
|
|
92.6 %
|
|
|
|
(1)
|
Other non-recurring
costs, which include one-time expenses incurred. For the 2024
period, amount consisted primarily of litigation costs outside the
Company's ongoing operations and costs for a canceled service
contract. For the 2023 period, the balance was comprised
primarily of integration costs and professional fees associated
with acquisitions and a death benefit to the estate of a former
Company officer and director.
|
|
(2)
|
Severance and other
charges associated with the separation of former
executives.
|
|
RumbleOn,
Inc.
|
|
Supplementary
Data
|
|
(Unaudited)
|
|
|
Key Term Loan Credit
Agreement Covenant Compliance Calculations as of December 31,
2024(1)
|
|
|
Consolidated Total
Net Leverage Ratio
|
|
5.3x
|
|
|
|
Covenant
|
Maximum
Allowed
|
9.5x
|
|
|
|
|
|
|
|
|
Consolidated Senior
Secured Net Leverage Ratio
|
|
5.3x
|
|
|
|
Covenant
|
Maximum
Allowed
|
9.0x
|
|
|
|
|
|
(1)
|
Calculated in
accordance with our credit agreement.
|
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SOURCE RumbleOn