RideNow Group, Inc 10-Q for FY2020 Q2

RideNow Group, Inc. (RDNW)

10-Q 2020-08-14 For: 2020-06-30

Added on April 12, 2026

About this 10-Q

RideNow Group, Inc filed this 10-Q on August 14, 2020, covering the quarter ended June 30, 2020 (FY2020 Q2).

Headline figures

Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $84.34M; down 68.8% from $270.18M a year earlier
Net income: $1.04M; compared with a net loss of $13M a year earlier

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Nevada		46-3951329
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

901 W. Walnut Hill Lane Irving TX		75038
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, $0.001 par value		RMBL		The NASDAQ Capital Market

PART I - FINANCIAL INFORMATION
		Page

Item 1. Financial Statements		1

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		21

Item 3. Quantitative and Qualitative Disclosure About Market Risk		46

Item 4. Controls and Procedures		46

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		47

Item 1A. Risk Factors		47

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		47

Item 3. Defaults Upon Senior Securities		47

Item 4. Mine Safety Disclosures		47

Item 5. Other Information		47

Item 6. Exhibits		47

SIGNATURES		48

	As of June 30, 2020	As of December 31, 2019
ASSETS

Current assets:
Cash	$3,061,091	$49,660
Restricted cash	5,533,832	6,676,622
Accounts receivable, net	14,796,028	8,482,707
Inventory	31,488,211	57,381,281
Prepaid expense and other current assets	1,131,320	1,210,474
Total current assets	56,010,482	73,800,744

Property and equipment, net	5,973,660	6,427,674
Right-of-use assets	3,560,045	6,040,287
Goodwill	26,886,563	26,886,563
Other assets	70,637	237,823
Total assets	$92,501,387	$113,393,091

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and other accrued liabilities	$9,255,126	$12,421,094
Accrued interest payable	1,619,105	749,305
Current portion of convertible debt	999,061	1,363,590
Current portion of long-term debt	40,815,937	59,160,970
Total current liabilities	52,689,229	73,694,959

Long-term liabilities:
Note payable	2,847,662	1,924,733
Convertible Debt	26,333,584	20,136,229
Derivative liabilities	-	27,500
Other long-term liabilities	3,470,617	4,722,101
Total long-term liabilities	32,651,863	26,810,563

Total liabilities	85,341,092	100,505,522

Commitments and contingencies (Notes 4, 7, 8, 9, 13, 18)

Stockholders' equity:
Class B Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 and 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019	-	-
Common A stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019	50	50
Common B stock, $0.001 par value, 4,950,000 shares authorized, 2,179,907 and 1,111,681 shares issued and outstanding as of June 30, 2020 and December 31, 2019	2,180	1,112
Additional paid in capital	107,533,741	92,268,213
Accumulated deficit	(100,375,676)	(79,381,806)
Total stockholders' equity	7,160,295	12,887,569

Total liabilities and stockholders' equity	$92,501,387	$113,393,091

	Three-Months Ended June 30,		Six-Months Ended June 30,
	2020	2019	2020	2019
Revenue:
Pre-owned vehicle sales:
Powersports	$8,199,396	$30,305,687	$31,338,476	$57,234,846
Automotive	68,294,841	233,856,329	181,927,108	424,763,517
Transportation and vehicle logistics	7,663,500	6,017,888	14,751,091	11,359,300
Other	183,556	-	473,879	-
Total revenue	84,341,293	270,179,904	228,490,554	493,357,663

Cost of revenue
Powersports	7,528,810	26,137,459	28,085,447	50,087,015
Automotive	62,493,015	223,996,259	170,572,680	405,491,371
Transportation	5,862,734	4,428,674	10,950,792	8,170,696
Cost of revenue before impairment loss	75,884,559	254,562,392	209,608,919	463,749,082
Impairment loss on automotive inventory	-	-	11,738,413	-
Total cost of revenue	75,884,559	254,562,392	221,347,332	463,749,082

Gross profit	8,456,734	15,617,512	7,143,222	29,608,581

Selling, general and administrative	11,174,288	25,007,565	29,230,714	45,447,581

Insurance recovery proceeds	(5,615,268)	-	(5,615,268)	-

Depreciation and amortization	508,322	427,438	1,031,317	809,663

Operating income (loss)	2,389,392	(9,817,491)	(17,503,541)	(16,648,663)

Interest expense	(1,482,408)	(1,874,858)	(3,699,166)	(3,319,991)

Change in derivative liability	137,488	190,000	20,673	190,000

Loss on early extinguishment of debt	-	(1,499,250)	188,164	(1,499,250)
Income (loss) before provision for income taxes	1,044,472	(13,001,599)	(20,993,870)	(21,277,904)

Benefit for income taxes	-	-	-	-

Net income (loss)	$1,044,472	$(13,001,559)	$(20,993,870)	$(21,277,904)

Weighted average number of common shares outstanding - basic and fully diluted	2,214,241	1,111,809	2,130,332	1,068,257

Net income (loss) per share - basic and fully diluted	$0.47	$(11.69)	$(9.85)	$(19.92)

(469) 250-1185
(Registrant's telephone number, including area code)

	Preferred Shares		Class A Common Shares		Class B Common Shares		Additional Paid in	Accumulated	Total Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Equity
Balance as of March 31, 2020	-	$-	50,000	$50	2,151,166	$2,151	$106,817,379	$(101,420,148)	$5,399,432
Issuance of common stock, net of issuance cost	-	-	-	-	-	-	-	-	-
Issuance of common stock for restricted stock units	-	-	-	-	21,610	22	(22)	-	-
Convertible note exchange	-	-	-	-	-	-	-	-	-
Stock-based compensation	-	-	-	-	-	-	716,391	-	716,391
Adjust for fractional shares in reverse stock split	-	-	-	-	7,131	7	(7)	-	-
Net income	-	-	-	-	-	-	-	1,044,472	1,044,472
Balance as of June 30, 2020	-	$-	50,000	$50	2,179,907	$2,180	$107,533,741	$(100,375,676)	$7,160,295

	Six Months Ended June 30,
	2020	2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(20,993,870)	$(21,277,904)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,031,317	809,663
Amortization of debt discounts	1,051,898	714,629
Share based compensation	1,562,761	1,646,112
Impairment loss on inventory	11,738,413	-
Impairment loss on fixed assets	177,626	-
Loss from change in value of derivatives	(27,500)	(190,000)
Loss (Gain) from extinguishment of debt	(188,164)	1,499,250
Changes in operating assets and liabilities:
Decrease in prepaid expenses and other current assets	79,154	576,940
(Increase) decrease in inventory	14,154,657	(12,902,749)
(Increase) in accounts receivable	(6,313,321)	(1,148,365)
Decrease in other assets	167,186	5,545
Decrease in accounts payable and accrued liabilities	(2,732,098)	(3,721,211)
Increase in accrued interest payable	869,800	493,039
Net cash provided by (used in) operating activities	577,859	(33,495,051)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash used for acquisitions; net of cash received	-	(835,000)
Purchase of property and equipment	(174,786)	-
Proceeds from sales of property and equipment	-	40,620
Technology development	(614,113)	(1,919,569)
Net cash used in investing activities	(788,899)	(2,713,949)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable	8,272,375	27,455,537
Payments on notes payable	(1,521,825)	(11,134,695)
Net proceeds (repayments) on lines of credit	(20,627,794)	8,181,254
Net proceeds from sale of common stock	10,780,080	15,155,546
Proceeds from PPP loan	5,176,845	-
Net cash provided by financing activities	2,079,681	39,657,642

NET CHANGE IN CASH	1,868,641	3,448,642

CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD	6,726,282	15,784,902

CASH AND RESTRICTED CASH AT END OF PERIOD	$8,594,923	$19,233,544

	June 30, 2020	December 31, 2019
Trade	$10,039,627	$9,369,733
Insurance	5,615,268	-
Finance	94,412	147,893
Other	8,813	-
	15,758,120	9,517,626
Less: allowance for doubtful accounts	(962,092)	(1,034,919)
	$14,796,028	$8,482,707

	June 30, 2020	December 31, 2019
Pre-owned vehicles:
Powersport vehicles	$1,771,970	$10,365,050
Automobiles and trucks	35,619,173	47,599,433
	37,391,143	57,964,483
Less: Reserve	(5,902,932)	(583,202)
	$31,488,211	$57,381,281

Purchase price consideration:
Cash	$835,000

$1,536,000 convertible note	1,536,000
$500,000 promissory note	500,000
$257,933 Promissory note	257,933
Total purchase price consideration	$3,128,933

Estimated fair value of assets:
Accounts receivable	$3,177,660
Inventory	2,862,004
	6,039,664

Estimated fair value of accounts payable and other	5,875,009

Excess of assets over liabilities	164,655

Goodwill	2,964,278

Total net assets acquired	$3,128,933

	Three-Months Ended June 30, 2019	Six-Months Ended June 30, 2019
Unaudited
Pro forma revenue	$270,179,904	$499,676,272
Pro forma net loss	$(13,001,599)	$(21,314,928)
Loss per share - basic and fully diluted	$(11.69)	$(19.64)
Weighted-average common shares and common stock equivalents outstanding basic and fully diluted	1,111,809	1,085,183

	June 30, 2020	December 31, 2019
Vehicles	$316,764	$158,327
Furniture and equipment	191,047	448,074
Technology development and software	9,477,361	8,863,247
Leasehold improvements	180,617	246,135
Total property and equipment	10,165,789	9,715,783
Less: accumulated depreciation and amortization	(4,192,129)	(3,288,109)
Total	$5,973,660	$6,427,674

	June 30, 2020	December 31, 2019
Accounts payable	$4,464,282	$8,730,624
Operating lease liability-current portion	1,006,951	1,423,610
Accrued payroll	1,201,170	715,658
State and local taxes	661,920	912,062
Other accrued expenses	1,920,803	639,140
Total	$9,255,126	$12,421,094

	June 30, 2020	December 31, 2019
Notes payable-NextGen dated February 8, 2017 and exchanged January 14, 2020. Interest payable semi-annually at 6.5% through February 9, 2019 and 10.0% quarterly through maturity, which is January 31, 2021.	$833,334	$1,333,334

Notes payable-private placement dated March 31, 2017 and exchanged January 14, 2020. Interest payable semi-annually at 6.5% through September 30, 2019 and 10.0% quarterly through maturity which is January 31, 2021.	669,175	667,000

Line of credit-floor plan-Ally dated February 16, 2018. Facility provides up to $25,000,000 of available credit secured by vehicle inventory and other assets. Principal and interest are payable on demand.	-	8,419,897

Line of credit-floor plan-NextGear dated October 30, 2018. Secured by vehicle inventory and other assets. Interest rate at June 30, 2020 was 4.25%. Principal and interest is payable on demand.	36,984,245	50,741,073

PPP Loans dated May 1, 2020. Interest is payable monthly at 1.0% through maturity which is April 30, 2022. Payments of principle and interest is deferred until October 30, 2020.	5,176,845	-

Less: Debt discount	-	(75,601)
Total notes payable and lines of credit	$43,663,599	61,085,703
Less: Current portion	$ 40,815,937	59,160,970

Long-term portion	$ 2,847,662	$1,924,733

	June 30, 2020	December 31, 2019
Goodwill	$26,886,563	$26,886,563

Indefinite lived intangible asset	$45,515	$45,515

	Principal Amount	Debt Discount	Carrying Amount
Convertible senior notes	$38,750,000	(12,716,699)	$26,033,301
Convertible notes-Autosport:
$1,536,000 unsecured note	1,133,061	(211,717)	921,344
$500,000 unsecured note	378,000	-	378,000
	40,261,061	(12,928,416)	27,332,645
Less: Current portion	(1,146,000)	146,939	(999,061)
Long-term portion	$39,115,061	$(12,781,477)	$26,333,584

	Three-Months Ended June 30,		Six-Months Ended June 30,
	2020	2019	2020	2019
Compensation and related costs	$5,146,791	$9,163,530	$13,326,891	$16,217,793
Advertising and marketing	541,922	5,960,110	3,490,077	11,451,682
Professional fees	1,075,831	639,773	1,918,534	1,290,217
Technology development	235,014	538,580	857,159	1,031,293
General and administrative	4,174,730	8,705,572	9,638,053	15,456,596
	$11,174,288	$25,007,565	$29,230,714	$45,447,581

2020	$653,560
2021	1,134,025
2022	1,088,215
2023	472,108
2024	310,200
Thereafter	568,700
Total lease payments	4,226,808
Less imputed interest	(578,099)
Present value of lease liabilities	$3,648,709

	Six-Months Ended June 30, 2020
Contractual interest expense	$1,258,359
Amortization of debt discounts	888,136
Total	$2,146,495

	June 30,
	2020	2019
Cash and cash equivalents	$3,061,091	$49,660
Restricted cash (1)	5,533,832	6,676,622
Total cash, cash equivalents, and restricted cash	$8,594,923	$6,726,282

	June 30, 2020
Weighted-average remaining lease term	3.6 Years
Weighted-average discount rate	7.0%

	For the Three-months Ended June 30, 2020				For the Three-months Ended June 30, 2019
	Revenue	Revenue %	Gross Profit	GP %	Revenue	Revenue %	Gross Profit	GP %
Segment
Powersports	$8,199,396	9.7%	$670,586	8.2%	$30,305,687	11.2%	$4,168,228	13.8%
Automotive	68,294,841	81.0%	5,801,826	8.5%	233,856,329	86.6%	9,860,070	4.2%
Transportation	7,663,500	9.1%	1,800,766	23.5%	6,017,888	2.2%	1,589,214	26.4%
Other	183,556	0.2%	183,556	100.0%	-	-	-	-
	$84,341,293	100.0%	$8,456,734	10.0%	$270,179,904	100.0%	$15,617,512	5.8%

	For the Six-months Ended June 30, 2020				For the Six-months Ended June 30, 2019
	Revenue	Revenue %	Gross Profit	GP %	Revenue	Revenue %	Gross Profit	GP %
Segment
Powersports	$31,338,476	13.7%	$3,253,029	10.4%	$57,234,846	11.6%	$7,147,831	12.5%
Automotive	181,927,108	79.6%	11,354,428	6.2%	424,763,517	86.1%	19,272,146	4.5%
Transportation	14,751,091	6.5%	3,800,299	25.8%	11,359,300	2.3%	3,188,604	28.1%
Other	473,879	0.2%	473,879	100.0%	-	-	-	-
	228,490,554	100.0%	18,881,635	8.3%	493,357,663	100.0%	29,608,581	6.0%
Impairment loss (1)	-	-	(11,738,413)	(5.2)%	-	-	-	-
	$228,490,554	100.0%	$7,143,222	3.1%	$493,357,663	100.0%	$29,608,581	6.0%

	Three Months Ended June 30,		Six Months Ended June 30,
Powersports:	2020	2019	2020	2019
Vehicles sold	859	3,982	3,676	7,280
Average days to sale	70	28	52	32
Total vehicle revenue	$8,199,396	$30,305,687	$31,338,476	$57,234,846
Gross Profit	$670,586	$4,168,228	$3,596,849	$7,147,831

	Three Months Ended June 30,		Six Months Ended June 30,
Automotive(1) :	2020	2019	2020	2019
Vehicles sold	2,835	9,946	7,438	18,751
Average days to sale	65	18	44	22
Total vehicle revenue	$68,294,841	$233,856,329	$181,927,108	$424,763,517
Gross Profit	$5,801,826	$9,860,070	$12,150,793	$19,272,146

	For the Three-Months ended June 30,		For the Six-Months endedJune 30,
	2020	2019	2020	2019
Revenue:
Pre-owned Vehicle Sales:
Powersports	$8,199,396	$30,305,687	$31,338,476	$57,234,846
Automotive (1)	68,294,841	233,856,329	181,927,108	424,763,517
Total revenue from vehicle sales	76,494,237	264,162,016	213,265,584	481,998,363
Transportation	7,663,500	6,017,888	14,751,091	11,359,300
Other	183,556	-	473,879	-
Total Revenue	84,341,293	270,179,904	228,490,554	493,357,663

Cost of Revenue:
Powersports	7,528,810	26,137,459	28,085,447	50,087,015
Automotive (1)	62,493,015	223,996,259	170,572,680	405,491,371
Transportation	5,862,734	4,428,674	10,950,792	8,170,696
Total cost of revenue before impairment loss	75,884,559	254,562,392	209,608,919	463,749,082
Impairment Loss on automotive inventory	-	-	11,738,413	-
Total Cost of Revenue	75,884,559	254,562,392	221,347,332	463,749,082

Gross Profit	8,456,734	15,617,512	7,143,222	29,608,581

Selling, General and Administrative	11,174,288	25,007,565	29,230,714	45,447,581

Insurance recovery	(5,615,268)	-	(5,615,268)	-

Depreciation and Amortization	508,322	427,438	1,031,317	809,663

Operating income (loss)	2,389,392	(9,817,491)	(17,503,541)	(16,648,663)

Interest expense	(1,482,408)	(1,874,858)	(3,699,166)	(3,319,991)
Decrease in derivative liability	137,488	190,000	20,673	190,000
Loss on early extinguishment of debt	-	(1,499,250)	188,164	(1,499,250)

Net income (loss) before provision for income taxes	1,044,472	(13,001,599)	(20,993,870)	(21,277,904)

Benefit for income taxes	-	-	-	-

Net income (loss)	$1,044,472	$(13,001,599)	$(20,993,870)	$(21,277,904)

	For the Three-Months ended June 30, 2020
	Powersports	Automotive(1)	Vehicle Logistics and Transportation Services	Other	Elimination	Total	2019
Revenue:
Pre-owned vehicle sales:
Powersports	$8,199,396	$-	$-	$-	$-	$8,199,396	$30,305,687
Automotive	-	68,294,841	-	-	-	68,294,841	233,856,329
Transportation and vehicle logistics	-	-	8,251,605	-	(588,105)	7,663,500	6,017,888
Other	-	-	-	183,556	-	183,556	-
Total revenue	8,199,396	68,294,841	8,251,605	183,556	(588,105)	84,341,293	270,179,904

Cost of revenue:
Powersports	7,528,810	-	-	-	-	7,528,810	26,137,459
Automotive	-	62,493,015	-	-	-	62,493,015	223,996,259
Transportation	-	-	6,450,839	-	(588,105)	5,862,734	4,428,674
Total cost of revenue	7,528,810	62,493,015	6,450,839	-	(588,105)	75,884,559	254,562,392

Gross profit	$670,586	$5,801,826	$1,800,766	$183,556	$-	$8,456,734	$15,617,512

	For the Six-Months ended June 30, 2020
	Powersports	Automotive(3)	Vehicle Logistics and Transportation Services	Other	Elimination(2)	Total	2019
Revenue:
Pre-owned vehicle sales:
Powersports	$31,338,476	$-	$-	$-	$-	$31,338,476	$57,234,846
Automotive	-	181,927,108	-	-	-	181,927,108	424,763,517
Transportation and vehicle logistics	-	-	17,241,786	-	(2,490,695)	14,751,091	11,359,300
Other	-	-	-	473,879	-	473,879	-
Total revenue	31,338,476	181,927,108	17,241,786	473,879	(2,490,695)	228,490,554	493,357,663

Cost of revenue:
Powersports	28,085,447	-	-	-	-	28,085,447	50,087,015
Automotive	-	170,572,680	-	-	-	170,572,680	405,491,371
Transportation	-	-	13,441,487	-	(2,490,695)	10,950,792	8,170,696
Cost of revenue before impairment loss	28,085,447	170,572,680	13,441,487	-	(2,490,695)	209,608,919	463,749,082
Impairment loss	-	11,738,413	-	-	-	11,738,413	-
Total cost of revenue	28,085,447	182,311,093	13,441,487	-	(2,490,695)	221,347,332	463,749,082

Gross profit (loss)	$3,253,029	$(383,985)	$3,800,299	$473,879	$-	$7,143,222	$29,608,581

	For the Three-Months Ended June 30,		For the Six-Months Ended June 30,
	2020	2019	2020	2019
Powersports

Vehicle revenue:
Consumer	$1,458,767	$2,778,099	$4,115,647	$4,925,121
Dealer	6,740,629	27,527,588	27,222,829	52,309,725
Total vehicle revenue	$8,199,396	$30,305,687	$31,338,476	$57,234,846

Vehicle gross profit:
Consumer	$213,407	$751,338	$514,125	$1,223,375
Dealer	457,179	3,416,890	2,738,904	5,924,456
Total vehicle gross profit	$670,586	$4,168,228	$3,253,029	$7,147,831

Vehicles sold:
Consumer	145	298	425	581
Dealer	714	3,684	3,251	6,699
Total vehicles sold	859	3,982	3,676	7,280

Gross profit per vehicle:
Consumer	$1,472	$2,521	$1,210	$2,106
Dealer	$640	$927	$842	$884
Total	$781	$1,047	$885	$982

Gross margin per vehicle:
Consumer	14.6%	27.0%	12.5%	24.8%
Dealer	6.8%	12.4%	10.1%	11.3%
Total	8.2%	13.8%	10.4%	12.5%

Average vehicle selling price:
Consumer	$10,060	$9,322	$9,684	$8,477
Dealer	$9,441	$7,472	$8,374	$7,809
Total	$9,545	$7,611	$8,525	$7,862

	For the Three-Months Ended June 30,		For the Six- Months Ended June 30,
	2020	2019	2020	2019
Selling general and administrative:
Compensation and related costs	$5,146,791	$9,163,530	$13,326,891	$16,217,793
Advertising and marketing	541,922	5,960,110	3,490,077	11,451,682
Professional fees	1,075,831	639,773	1,918,534	1,290,217
Technology development	235,014	538,580	857,159	1,031,293
General and administrative	4,174,730	8,705,572	9,638,053	15,456,596
	$11,174,288	$25,007,565	$29,230,714	$45,447,581

	Three Months Ended June 30,		Six Months Ended June 30,
	2020	2019	2020	2019
Net income (loss)	$1,044,472	(13,001,599)	$(20,993,870)	$(21,277,904)
Add back:
Interest expense (including debt extinguishment)	1,482,408	3,374,108	3,511,002	4,819,242
Depreciation and amortization	508,322	427,438	1,031,317	809,663
EBITDA	3,035,202	(9,200,053)	(16,451,551)	(15,648,999)
Adjustments
Impairment loss on automotive inventory	-	-	11,738,413	-
Insurance recovery proceeds	(5,615,268)	-	(5,615,268)	-
Non-cash-stock-based compensation	716,391	956,991	1,562,761	1,646,112
Acquisition related costs	-	208,252	-	378,208
Change in derivative liability	(137,488)	(190,000)	(20,673)	(190,000)
New business development	-	478,543	-	747,043
Litigation expenses	607,387	37,000	746,847	61,446
Other non-reoccurring costs	51,387	770,492	-	1,392,927
Adjusted EBITDA	$(1,342,389)	$(6,938,775)	$(8,039,471)	$(11,613,263)

Asset-Based Financing:	June 30, 2020	December 31, 2019
Inventory	$36,984,245	$59,160,970
Convertible senior notes	39,583,334	31,333,334
Senior unsecured notes	7,357,081	2,568,843
Total debt	83,924,660	93,063,147
Less: unamortized discount and debt issuance costs	(12,928,416)	(10,477,625)
Total debt, net	$$70,996,244	$82,585,522

	Six-Months Ended June 30,
	2020	2019
Net cash provided by (used in) operating activities	$577,859	$(33,495,051)
Net cash used in investing activities	(788,899)	(2,713,949)
Net cash provided by financing activities	2,079,681	39,657,642
Net increase in cash	$1,868,641	$3,448,642

Exhibit No.		Description
3.1		Certificate of Change. (Incorporated by reference to Exhibit 3.1 in the Company's Current Report on Form 8-K, filed on May 19, 2020).
10.1		COVID-19 Stimulus Customer Agreement, dated May 1, 2020, by and between Wood & Huston Bank and RumbleOn, Inc. (Incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed on May 7, 2020).
10.2		COVID-19 Stimulus Customer Agreement, dated May 1, 2020, by and between Wood & Huston Bank and Wholesale, Inc. (Incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K, filed on May 7, 2020).
10.3		COVID-19 Stimulus Customer Agreement, dated May 1, 2020, by and between Wood & Huston Bank and Wholesale Express, LLC (Incorporated by reference to Exhibit 10.3 in the Company's Current Report on Form 8-K, filed on May 7, 2020).
10.4		Paycheck Protection Program Note, dated May 1, 2020, executed by RumbleOn, Inc. (Incorporated by reference to Exhibit 10.4 in the Company's Current Report on Form 8-K, filed on May 7, 2020).
10.5		Paycheck Protection Program Note, dated May 1, 2020, executed by Wholesale Inc. (Incorporated by reference to Exhibit 10.5 in the Company's Current Report on Form 8-K, filed on May 7, 2020).
10.6		Paycheck Protection Program Note, dated May 1, 2020, executed by Wholesale Express, LLC. (Incorporated by reference to Exhibit 10.6 in the Company's Current Report on Form 8-K, filed on May 7, 2020).
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		XBRL Taxonomy Extension Definition Linkbase*
101.LAB		XBRL Taxonomy Extension Label Linkbase*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase*

	RUMBLEON, INC.

Date: August 14, 2020	By:	/s/ Marshall Chesrown
		Marshall Chesrown
		Chief Executive Officer (Principal Executive Officer)


Date: August 14, 2020	By:	/s/ Steven R. Berrard
		Steven R. Berrard
		Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)

August 14, 2020	By:	/s/ Marshall Chesrown
		Marshall Chesrown
		Chairman and Chief Executive Officer