RideNow Group, Inc DEFA14A, filed May 17, 2021
RideNow Group, Inc. (RDNW)
DEFA14A
2021-05-17
View Original
Added on
October 20, 2026
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): May 17,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
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001-38248
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46-3951329
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(Commission File
Number)
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(I.R.S. Employer Identification
No.)
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|
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901 W. Walnut Hill Lane
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75038
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Irving, Texas
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(Zip Code)
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(Address of Principal Executive Offices)
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(214) 771-9952
(Registrant’s Telephone Number, Including Area
Code)
(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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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
May 17, 2021, RumbleOn, Inc. (the “Company”) issued a
press release reporting its results for the first quarter 2021. A
copy of the press 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
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Exhibit No.
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Description
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Press release, dated May 17, 2021
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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.
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RUMBLEON, INC.
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Date: May 17, 2021
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By:
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/s/ Steven R. Berrard
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Steven R. Berrard
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Chief Financial Officer
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Exhibit 99.1
RumbleOn Reports Sequential Revenue Growth of 48% and Gross Profit
Growth of 46% for the First Quarter 2021
Improves Net Income and Achieves Positive Adjusted EBITDA in
Q1
Projecting Year-over-Year Revenue Growth of 66%-78% in Q2; and
Gross Profit Growth of 113-125%
Management to host a conference call today, May 17, 2021, at 8:30am
ET
DALLAS--(BUSINESS
WIRE)-- RumbleOn, Inc (NASDAQ:
RMBL), an e-commerce company using innovative technology to
aggregate and distribute pre-owned vehicles 100% online, today
announced financial results for the three months ended March 31,
2021. Management is hosting an investor call to discuss results
today, May 17, 2021 at 8:30am ET.
“During the past year we have continued to enhance our
strategy and technology stack, paving the road for RumbleOn to
participate in a tremendous share of powersport transactions, with
improved unit economics. Our ‘buy direct from
consumers’ strategy and our new B2B redistribution
capabilities through DealerDirect means supply imbalances that
would be headwinds for other business models, are tailwinds for
RumbleOn,” said Marshall Chesrown, Chief Executive Offer.
“With our pending business combination with RideNow, we are
creating the only omnichannel solution in the powersports industry
- offering an unparalleled customer experience for outdoor
enthusiasts across the country. RideNow's significant physical
retail platform provides another piece of a 'bricks and clicks'
strategy for RumbleOn, enabling us to reach consumers wherever and
most important however they want to shop, whether online, offline,
or both.”
“RumbleOn is making powersport ownership accessible to
everyone - from the first time rider to the life-long enthusiast -
and we are thrilled to give consumers the easiest and most
transparent process to Buy, Sell, Trade or Finance available in
Powersports today. We have high ambitions and are excited about the
next chapter for RumbleOn,” concluded Chesrown.
First Quarter 2021 Financial Highlights
Unless otherwise noted, all comparisons are on a
quarter-over-quarter basis for the three months ended March 31,
2021 as compared to the three-months ended December 31,
2020:
●
Total
vehicle unit sales was 3,500, a 32.2% increase from 2,647 in Q4
2020
●
Powersports
unit sales was 1,006, up 17.0% from 860 units
●
Automotive
unit sales was 2,494, up 39.6% from 1,787 units
●
Total
revenue was $104.3 million, a 48.1% increase from $70.4 million in
Q4 2020
●
Powersports
revenue was $10.9 million, up 27.7% from $8.5 million
●
Automotive
revenue was $84.1 million, up 52.1% from $55.3 million
●
Transportation
and vehicle logistics revenue was $9.3 million, up 41.0% from $6.6
million
●
Total
gross profit was $11.2 million, for a total gross margin of 10.7%,
down 20 basis points from 10.9% in Q4 2020
●
Gross
profit and gross margin for our vehicle distribution business was
$9.2 million or 9.7% versus 9.3% in Q4 2020. Gross profit per
vehicle was $2,626, up from $2,241
●
Powersports
gross profit per powersport vehicle sold was $2,961
●
Automotive
gross profit per automotive vehicle sold was $2,490
●
Sales,
General and Administrative Expenses was $13.4 million, or 12.9% of
revenue, down from 15.8% of revenue in Q4 2020
●
Advertising
and Marketing expense was $1.6 million as compared to $1.0
million
●
Technology
development expense was $0.4 million as compared to $0.4
million
●
General
and Administrative expense was $3.8 million as compared to $3.9
million
●
Operating
loss was $(2.8) million, an improvement from $(4.0) million in Q4
2020
●
Net
loss was $(4.5) million, an improvement from $(5.5) million in Q4
2020
●
Positive
Adjusted EBITDA of $0.02 million, an improvement from an Adjusted
EBITDA loss of $(2.8) million in Q4 2020
A description of our results of operations for the first quarter of
2021 compared to the first quarter of 2020 will be included in the
Quarterly Report on Form 10-Q to be filed later today, May 17,
2021.
Adjusted EBITDA is a non-GAAP financial measure. Reconciliations of
non-GAAP financial measures used in this release are provided in
the attached financial tables.
Second Quarter 2021 Outlook
●
Total
revenue range of $140.0 to $150.0 million, representing 66%-78%
growth year-over-year
●
Gross
profit of $18.0 to $19.0 million, representing 113%-125% growth
year-over-year
●
Positive
Adjusted EBITDA in the range of $1.2 million to $3.0
million
We expect our business combination with RideNow to close in late
June or July of this year. We are reiterating our prior guidance on
the combined company. Assuming a combination as of January 1, 2021,
we expect revenue in a range of $1.45 billion to $1.55 billion and
adjusted EBITDA in a range of $110.0 million to $115.0
million.
Conference Call Details
RumbleOn’s management will host a conference call to discuss
its financial results today, May 17, 2021 at 8:30 a.m. Eastern
Time. A live and archived webcast can be accessed from RumbleOn's
Investor Relations website at https://investors.rumbleon.com.
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 entering conference ID 13719715.
About RumbleOn
Founded in 2017, RumbleOn (NASDAQ: RMBL) is an e-commerce company
using innovative technology to aggregate and distribute pre-owned
vehicles, 100% online. RumbleOn is disrupting the pre-owned vehicle
supply chain by providing dealers with technology solutions such as
virtual inventory, and a 24/7 distribution platform, and consumers
with an efficient, timely and transparent transaction experience,
without leaving home. Whether buying, selling, trading or financing
a vehicle, RumbleOn enables dealers and consumers to transact
without geographic boundaries in a transparent, fast and friction
free experience. For more information, please
visit http://www.rumbleon.com.
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 ended March 31, 2021 and December 31, 2020 used in
this release include: 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 or loss adjusted to add
back interest expense including debt extinguishment and
depreciation and amortization, and certain charges and expenses,
such as non-cash compensation costs, acquisition related costs,
derivative income, financing activities, litigation expenses,
severance, new business development costs, technology
implementation costs and expenses, and facility closure and lease
termination costs, as these 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.
With respect to our second quarter 2021 financial target for
adjusted EBITDA, a reconciliation of this non-GAAP measure to the
corresponding GAAP measure is not available without unreasonable
effort due to the variability and complexity of the reconciling
items described above that we exclude this non-GAAPtarget measure.
The variability of these items may have a significant impact on our
future GAAP financial results and, as a result, we are unable to
prepare the forward-looking statement of income prepared in
accordance with GAAP that would be required to produce such a
reconciliation.
Additional Information about the Transaction and Where to Find
It
In connection with the proposed business combination with RideNow
(the “Transaction”), RumbleOn intends to file relevant
materials with the SEC, including a preliminary proxy statement,
and when available, a definitive proxy statement. Promptly after
filing its definitive proxy statement with the SEC, RumbleOn will
mail the definitive proxy statement and a proxy card to each
RumbleOn stockholder entitled to vote at the meeting of
stockholders relating to the Transaction. INVESTORS AND
STOCKHOLDERS OF RUMBLEON ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT RUMBLEON
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RUMBLEON, RIDENOW, AND THE
TRANSACTION. The definitive proxy statement, the preliminary proxy
statement, and other relevant materials in connection with the
Transaction (when they become available), and any other documents
filed by RumbleOn with the SEC, may be obtained free of charge at
the SEC’s website (www.sec.gov)
or by visiting RumbleOn's investor relations section
at www.rumbleon.com.
The information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press
release.
Participants in the Solicitation
RumbleOn and its directors and executive officers may be deemed
participants in the solicitation of proxies from RumbleOn’s
stockholders with respect to the Transaction. A list of the names
of those directors and executive officers and a description of
their interests in RumbleOn will be included in the proxy statement
relating to the Transaction and will be available
at www.sec.gov.
Additional information regarding the interests of such participants
will be contained in the proxy statement relating to the
Transaction when available. Information about RumbleOn’s
directors and executive officers and their ownership of
RumbleOn’s common stock is set forth in RumbleOn’s
Annual Report on Form 10-K filed with the SEC on March 31, 2021.
Other information regarding the interests of the participants in
the proxy solicitation will be included in the proxy statement
relating to the Transaction when it becomes available. These
documents can be obtained free of charge from the sources indicated
above.
RideNow and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of RumbleOn in connection with the Transaction. A list
of the names of such directors and executive officers and
information regarding their interests in the Transaction will be
included in the proxy statement relating to the
Transaction.
No Offer or Solicitation
This report does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, by RumbleOn, nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful before the registration or qualification
under the securities laws of such state. Any offering of the
securities will only be by means of a statutory prospectus meeting
the requirements of the rules and regulations of the SEC and
applicable law.
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.
RumbleOn,
Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
|
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As
of
March 31,
2021
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As
of
December 31, 2020
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ASSETS
|
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Current
assets:
|
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Cash
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$80,049
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$1,466,831
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Restricted
cash
|
2,049,056
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2,049,056
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Accounts
receivable, net
|
21,342,681
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9,407,960
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Inventory
|
24,034,754
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21,360,441
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Prepaid expense and
other current assets
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4,050,991
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3,446,225
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Total current
assets
|
51,557,531
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37,730,513
|
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Property and
equipment, net
|
6,317,167
|
6,521,446
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Right-of-use
assets
|
5,418,220
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5,689,637
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Goodwill
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26,886,563
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26,886,563
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Deferred finance
charge
|
10,950,000
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-
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Other
assets
|
159,409
|
151,076
|
|
Total
assets
|
$101,288,890
|
$76,979,235
|
|
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LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
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Current
liabilities:
|
|
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Accounts payable
and accrued liabilities
|
$17,523,899
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$12,707,448
|
|
Accrued interest
payable
|
827,903
|
1,485,854
|
|
Current portion of
convertible debt
|
522,391
|
562,502
|
|
Current portion of
long-term debt
|
32,826,176
|
20,688,651
|
|
Total current
liabilities
|
51,700,369
|
35,444,455
|
|
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|
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|
Long-term
liabilities:
|
|
|
|
Note
payable
|
4,691,181
|
4,691,181
|
|
Warranty
liability
|
10,950,000
|
-
|
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Convertible debt,
net
|
27,572,970
|
27,166,019
|
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Derivative
liabilities
|
37,346
|
16,694
|
|
Operating lease
liabilities and other long-term liabilities
|
4,483,929
|
5,090,221
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|
Total long-term
liabilities
|
47,735,426
|
36,964,115
|
|
|
|
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Total
liabilities
|
99,435,795
|
72,408,570
|
|
|
|
|
|
Commitments and
contingencies (Notes 6, 7, 8, 11, 16)
|
|
|
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Stockholders'
equity:
|
|
|
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Class B Preferred
stock, $0.001 par value, 10,000,000 shares authorized, 0 and 0
shares issued and outstanding as of March 31, 2021 and December 31,
2020
|
-
|
-
|
|
Common A stock,
$0.001 par value, 50,000 shares authorized, 50,000 shares issued
and outstanding as of March 31, 2021 and December 31,
2020
|
50
|
50
|
|
Common B stock,
$0.001 par value, 4,950,000 shares authorized, 2,286,404 and
2,191,633 shares issued and outstanding as of March 31, 2021 and
December 31, 2020
|
2,286
|
2,192
|
|
Additional paid-in
capital
|
110,683,126
|
108,949,204
|
|
Accumulated
deficit
|
(108,832,367)
|
(104,380,781)
|
|
Total stockholders'
equity
|
1,853,095
|
4,570,665
|
|
|
|
|
|
Total liabilities
and stockholders' equity
|
$101,288,890
|
$76,979,235
|
RumbleOn, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
|
|
Three Months
Ended
December
31,
|
Three-Months
Ended
March
31,
|
|
|
|
2020
|
2021
|
2020
|
|
Revenue:
|
|
|
|
|
Pre-owned vehicle
sales:
|
|
|
|
|
Powersports
|
$8,502,393
|
$10,854,884
|
$23,139,080
|
|
Automotive
|
55,276,704
|
84,070,855
|
114,198,079
|
|
Transportation and
vehicle logistics
|
6,624,699
|
9,338,272
|
7,087,591
|
|
Total
revenue
|
70,403,796
|
104,264,011
|
144,424,750
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
|
|
Powersports
|
6,367,109
|
7,876,391
|
20,558,286
|
|
Automotive
|
51,480,957
|
77,859,808
|
108,353,505
|
|
Transportation
|
4,875,607
|
7,349,342
|
5,088,059
|
|
Cost of revenue
before impairment loss
|
62,723,673
|
93,085,541
|
133,999,850
|
|
Impairment loss on
automotive inventory
|
-
|
-
|
11,738,413
|
|
Total cost of
revenue
|
62,723,673
|
93,085,541
|
145,738,263
|
|
|
|
|
|
|
Gross profit
(loss)
|
7,680,123
|
11,178,470
|
(1,313,513)
|
|
|
|
|
|
|
Selling, general
and administrative
|
11,149,483
|
13,401,344
|
18,056,426
|
|
|
|
|
|
|
Depreciation and
amortization
|
575,241
|
599,240
|
522,995
|
|
|
|
|
|
|
Operating income
(loss)
|
(4,044,601)
|
(2,822,114)
|
(19,892,934)
|
|
|
|
|
|
|
Interest
expense
|
(1,451,070)
|
(1,608,820)
|
(2,216,757)
|
|
|
|
|
|
|
Change in
derivative liability
|
(3,651)
|
(20,652)
|
(116,815)
|
|
|
|
|
|
|
Gain (loss) on
early extinguishment of debt
|
-
|
-
|
188,164
|
|
|
|
|
|
|
Loss before
provision for income taxes
|
(5,492,020)
|
(4,451,586)
|
(22,038,342)
|
|
|
|
|
|
|
Benefit for income
taxes
|
-
|
-
|
-
|
|
|
|
|
|
|
Loss
|
$(5,492,020)
|
$(4,451,586)
|
$(22,038,342)
|
|
|
|
|
|
|
Weighted average
number of common shares outstanding - basic and fully
diluted
|
2,241,633
|
2,303,525
|
2,046,423
|
|
|
|
|
|
|
Net income (loss)
per share - basic and fully diluted
|
$(2.45)
|
$(1.93)
|
$(10.77)
|
RumbleOn, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Three Months
Ended
March
31,
|
|
|
|
2021
|
2020
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES
|
|
|
|
Net
loss
|
$(4,451,586)
|
$(22,038,342)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
Depreciation and
amortization
|
599,240
|
522,995
|
|
Amortization of
debt discounts
|
558,840
|
627,755
|
|
Share based
compensation
|
1,734,016
|
846,370
|
|
Impairment loss on
inventory
|
-
|
11,738,413
|
|
Impairment loss on
property and equipment
|
-
|
177,626
|
|
Loss from change in
value of derivatives
|
20,652
|
116,815
|
|
Gain on early
extinguishment of debt
|
-
|
(188,164)
|
|
Changes in
operating assets and liabilities:
|
|
|
|
(Increase) decrease
in prepaid expenses and other current assets
|
(604,766)
|
(159,175)
|
|
Increase in
inventory
|
(2,674,313)
|
(9,765,663)
|
|
Decrease (increase)
in accounts receivable
|
(11,934,721)
|
240,682
|
|
(Increase) decrease
in other assets
|
(8,333)
|
155,175
|
|
Increase (decrease)
in accounts payable and accrued liabilities
|
4,695,873
|
(2,176,064)
|
|
Increase in other
liabilities
|
(214,296)
|
-
|
|
Increase (decrease)
in accrued interest payable
|
(657,951)
|
434,318
|
|
Net cash used in
operating activities
|
(12,937,345)
|
(19,467,259)
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES
|
|
|
|
Purchase of
property and equipment
|
-
|
(132,366)
|
|
Technology
development
|
(394,962)
|
(290,376)
|
|
Net cash used in
investing activities
|
(394,962)
|
(422,742)
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES
|
|
|
|
Proceeds from notes
payable
|
2,500,000
|
8,272,375
|
|
Payments on notes
payable
|
(1,397,098)
|
-
|
|
Net proceeds from
line of credit
|
10,842,623
|
2,097,755
|
|
Net Proceeds from
sale of common stock
|
-
|
10,780,080
|
|
Net cash provided
by financing activities
|
11,945,525
|
21,150,210
|
|
|
|
|
|
NET CHANGE IN
CASH
|
(1,386,782)
|
1,260,209
|
|
|
|
|
|
CASH AND RESTRICTED
CASH AT BEGINNING OF PERIOD
|
3,515,887
|
6,726,282
|
|
|
|
|
|
CASH AND RESTRICTED
CASH AT END OF PERIOD
|
$2,129,105
|
$7,986,491
|
|
RumbleOn, Inc.
|
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
|
|
Three Months
Ended
December
31,
|
Three Months
Ended
March
31
|
|
|
|
2020
|
2021
|
2020
|
|
Net
loss
|
$(5,492,021)
|
$(4,451,586)
|
$(22,038,342)
|
|
Add
back:
|
|
|
|
|
Interest expense
(including debt extinguishment)
|
1,451,070
|
1,608,820
|
2,028,593
|
|
Depreciation and
amortization
|
575,241
|
599,240
|
522,995
|
|
Increase in
derivative liability
|
(3,651)
|
20,652
|
116,815
|
|
EBITDA
|
(3,469,361)
|
(2,222,874)
|
(19,369,939)
|
|
Adjustments:
|
|
|
|
|
Impairment loss on
automotive inventory
|
-
|
-
|
11,738,413
|
|
Non-cash-stock-based
compensation
|
552,920
|
1,026,216
|
846,370
|
|
Acquisition costs
associated with the RideNow Agreement
|
-
|
1,096,653
|
-
|
|
Litigation
expenses
|
129,493
|
88,259
|
277,995
|
|
Other non-recurring
costs
|
-
|
32,985
|
-
|
|
Adjusted
EBITDA
|
$(2,786,948)
|
$21,239
|
$(6,507,161)
|
Source:
RumbleOn, Inc
Investor
Relations:
The
Blueshirt Group
Hilary
Sumnicht
investors@rumbleon.com