Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - RumbleOn, Inc. | rmbl_8k.htm |
Exhibit 99.1
RumbleOn Delivers 100% Year-over-Year Revenue Growth and 131% Gross
Profit Growth in the Second Quarter 2021
Management to host a conference call today, August 2, 2021, at 8:30
am ET
DALLAS
- RumbleOn, Inc (NASDAQ: RMBL), an e-commerce company using
innovative technology to aggregate and distribute pre-owned
vehicles, today announced financial results for the three months
ended June 30, 2021. Management is hosting an investor call to
discuss results today, August 2, 2021 at 8:30 am ET.
Management Commentary:
“RumbleOn
continued to execute in the second quarter, with gross margin
expansion outpacing our 100% year-over-year revenue growth,”
said Marshall Chesrown, Chief Executive Officer. “Not only
are we hard at work on the pending business combination with
RideNow, but we delivered across our strategic priorities. We
continued to add new dealers to RumbleOn.com and have over 60,000
new, used and private party listings on our site today. And, with
over 500 dealers using our services and our B2B functionality with
more dealers in the pipeline to be onboarded, we are seeing strong
demand and remain confident in our strategy to offer virtual
inventory, quality leads and services to dealers
nationwide.”
Second Quarter 2021 Financial Highlights
●
Total vehicle unit
sales was 5,711, a 55% increase from 3,694 in Q2 2020, a 63%
increase from 3,500 in Q1 2021
º
Powersports unit
sales was 2,411, up 181% from 859 units in Q2 2020, up 140% from
1,006 units in Q1 2021
º
Automotive unit
sales was 3,300, up 16% from 2,835 units in Q2 2020, up 32% from
2,494 units in Q1 2021
●
Total revenue was
$168.3 million, a 100% increase from $84.3 million in Q2 2020, a
61% increase from $104.3 million in Q1 2021
°
Powersports revenue
was $28.0 million, up 233% from $8.4 million in Q2 2020, up 157%
from $10.9 million in Q1 2021
°
Automotive revenue
was $127.3 million, up 86% from $68.3 million in Q2 2020, up 51%
from $84.1 million in Q1 2021
°
Transportation and
vehicle logistics revenue was $13.1 million, up 71% from $7.7
million in Q2 2020, up 40% from $9.3 million in Q1
2021
●
Total gross profit
was $19.5 million, for a total gross margin of 11.6%, up from 10.0%
in Q2 2020, up from 10.7% in Q1 2021. Gross profit for our vehicle
distribution business was $17.1 million or 11.0% gross margin, up
157% from $6.6 million in Q2 2020, up 86% from $9.2 million in Q1
2021.
°
Gross profit per
vehicle was $2,998, up from $1,802 in Q2 2020, and up from $2,626
in Q1 2021
°
Powersports gross
profit per powersport vehicle sold was $2,886, up from $994 in Q2
2020, down from $2,961 in Q1 2021
°
Automotive gross
profit per automotive vehicle sold was $3,081, up from $2,046 in Q2
2020 and up from $2,490 in Q1 2021
●
Sales, General and
Administrative Expenses was $18.1 million, or 10.8% of revenue,
down from 13.2% of revenue in Q2 2020, down from 12.9% of revenue
in Q1 2021
°
Advertising and
Marketing expense was $2.0 million as compared to $0.5 million in
Q2 2020 and $1.6 million in Q1 2021
°
Technology
development expense was $0.4 million as compared to $0.2 million in
Q2 2020 and $0.4 million with Q1 2021
º
General and
Administrative expense was $6.3 million as compared to $4.2 million
in Q2 2020 and $3.8 million in Q1 2021
●
Operating income
was $0.8 million, compared to $2.4 million in Q2 2020, which
included $5.6 million of insurance proceeds related to the tornado
damage in March 2020, and an improvement from an operating income
of $(2.8) million in Q1 2021
●
Positive Adjusted
EBITDA of $3.0 million based on net income of ($3.4)
million.
º
Represents an
improvement from Adjusted EBITDA of $(1.3) million in Q2 2020 based
on net income of $1.0 million.
º
Represents an
improvement from positive Adjusted EBITDA of $0.02 million in Q1
2021 based on net income of $(4.5) million
●
Weighted average
basic and fully diluted shares outstanding in Q2 were 3,242,616
shares of common stock outstanding
●
As of June 30,
2021, RumbleOn had $28.0 million in cash, including $3.0 million in
restricted cash and has over $9.2 million available on current
lines of credit. We have recently received over $3.1 million in
additional insurance proceeds that will be reflected in Q3 2021
financials.
A
description of our results of operations for Q2 2021 compared to Q2
2020 will be included in the Quarterly Report on Form 10-Q to be
filed later this week.
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.
Transaction Update and Outlook
On
Friday, July 30, 2021, RumbleOn announced that its stockholders
approved the proposed business combination with RideNow at the
Special Meeting of Stockholders. The business combination is
expected to close very soon subject to the satisfaction of the
remaining closing conditions.
RumbleOn
is providing certain preliminary Q2 2021 financial results for
RideNow and will file full financial results with the SEC in the
coming days. For the second quarter of 2021, RideNow sold 13,080
units and generated $268.2 million of total revenue. Net Income was
$54.5 million, which included $19 million of forgiveness of its PPP
loan debt. Exclusive of the debt forgiveness, RideNow’s net
income would have been $35.5 million. Adjusted EBITDA, which
excludes the debt forgiveness, was $36.8 million in the
quarter.
Together,
the combined company will have a dominant position in a $100+
billion powersports market. The only Omnichannel platform in
powersports will enable the combined company to reach more
consumers in a secularly growing - yet still highly fragmented
market, that is benefitting from changing consumer behavior. The
transaction is expected to propel revenue growth and drive
meaningful cost synergies, leading to improved monetization and
margin expansion.
The
Company remains very confident in its full year 2021 guidance for
the combined company. Assuming a combination as of January 1, 2021,
RumbleOn expects combined company 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.
Given
the pending business combination with RideNow, RumbleOn will not be
providing standalone guidance for the third quarter.
“As
we announce these outstanding results and work toward closing our
transformative transaction with RideNow, we are reminded of the
unexpected and sudden passing of Steve Berrard, our co-founder, CFO
and dear friend. RumbleOn would not be in the position it is today
without his tremendous knowledge, experience, and contributions.
Steve’s legacy lives on in our work at RumbleOn. I am so
proud of the entire RumbleOn team for stepping up, supporting each
other, and committing to our vision each and every day and
delivering another quarter of strong results,” concluded Mr.
Chesrown.
Conference Call Details
RumbleOn's
management will host a conference call to discuss its financial
results today, August 2, 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 13721389.
About RumbleOn
Founded
in 2017, RumbleOn (NASDAQ: RMBL) is an e-commerce company using
innovative technology to aggregate and distribute pre-owned
vehicles. 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 June 30, 2021, June 30, 2020, and March 31,
2021 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 (loss) adjusted to add back
interest expense (including debt extinguishment), depreciation and
amortization, changes in derivative liability and certain
recoveries, charges and expenses, such as an insurance recovery,
non-cash stock-based compensation costs, acquisition related costs,
litigation expenses, and other non-recurring costs, as these
recoveries, charges and expenses are not considered a part of our
core business operations and are not an indicator of ongoing,
future company performance.
Adjusted
EBITDA is one of the primary metrics used by management to evaluate
the financial performance of our business. We present adjusted
EBITDA because we believe it is frequently used by analysts,
investors and other interested parties to evaluate companies in our
industry. Further, we believe it is helpful in highlighting trends
in our operating results, because it excludes, among other things,
certain results of decisions that are outside the control of
management, while other measures can differ significantly depending
on long-term strategic decisions regarding capital structure and
capital investments.
With
respect to our combined 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-GAAP target 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.
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.
Contact:
Investor Relations:
The
Blueshirt Group
Hilary
Sumnicht
investors@rumbleon.com
Source:
RumbleOn, Inc
RumbleOn, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
|
|
As of
June 30, 2021
|
As of
December 31, 2020
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
Cash
|
$24,972,223
|
$1,466,831
|
|
Restricted
cash
|
3,049,056
|
2,049,056
|
|
Accounts
receivable, net
|
26,955,051
|
9,407,960
|
|
Inventory
|
19,675,990
|
21,360,441
|
|
Prepaid
expense and other current assets
|
4,058,905
|
3,446,225
|
|
Total
current assets
|
78,711,225
|
37,730,513
|
|
|
|
|
|
Property
and equipment, net
|
6,295,683
|
6,521,446
|
|
Right-of-use
assets
|
5,007,605
|
5,689,637
|
|
Goodwill
|
26,886,563
|
26,886,563
|
|
Deferred
finance charge
|
10,950,000
|
—
|
|
Other
assets
|
221,712
|
151,076
|
|
Total
assets
|
$128,072,788
|
$76,979,235
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable and accrued liabilities
|
$12,821,750
|
$12,707,448
|
|
Accrued
interest payable
|
1,606,954
|
1,485,854
|
|
Current
portion of convertible debt
|
415,113
|
562,502
|
|
Current
portion of long-term debt
|
27,251,151
|
20,688,651
|
|
Total
current liabilities
|
42,094,968
|
35,444,455
|
|
|
|
|
|
Long-term
liabilities:
|
|
|
|
Note
payable
|
4,691,181
|
4,691,181
|
|
Warrant
liability
|
13,174,216
|
—
|
|
Convertible
debt, net
|
28,079,484
|
27,166,019
|
|
Derivative
liabilities
|
48,800
|
16,694
|
|
Operating
lease liabilities and other long-term liabilities
|
4,022,292
|
5,090,221
|
|
Total
long-term liabilities
|
50,015,973
|
36,964,115
|
|
|
|
|
|
Total
liabilities
|
92,110,941
|
72,408,570
|
|
|
|
|
|
Commitments
and contingencies (Notes 6, 7, 8, 11, 16)
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
Preferred stock,
$0.001 par value, 10,000,000 shares authorized, 0 and 0 shares
issued and outstanding as of June 30, 2021 and
December 31, 2020
|
—
|
—
|
|
Common A stock,
$0.001 par value, 50,000 shares authorized, 50,000 shares issued
and outstanding as of June 30, 2021 and December 31,
2020
|
50
|
50
|
|
Common B stock,
$0.001 par value, 4,950,000 shares authorized, 3,343,062 and
2,191,633 shares issued and outstanding as of June 30, 2021
and December 31, 2020
|
3,343
|
2,192
|
|
Additional
paid-in capital
|
148,180,750
|
108,949,204
|
|
Accumulated
deficit
|
(112,222,296)
|
(104,380,781)
|
|
Total
stockholders' equity
|
35,961,847
|
4,570,665
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
$128,072,788
|
$76,979,235
|
RumbleOn, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
|
|
Three-Months Ended June 30,
|
Six-Months Ended June 30,
|
||
|
|
2021
|
2020
|
2021
|
2020
|
|
Revenue:
|
|
|
|
|
|
Pre-owned
vehicle sales:
|
|
|
|
|
|
Powersports
|
$27,978,693
|
$8,382,952
|
$38,833,577
|
$31,812,355
|
|
Automotive
|
127,286,568
|
68,294,841
|
211,357,422
|
181,927,108
|
|
Transportation
and vehicle logistics
|
13,080,362
|
7,663,500
|
22,418,633
|
14,751,091
|
|
Total
revenue
|
168,345,623
|
84,341,293
|
272,609,632
|
228,490,554
|
|
|
|
|
|
|
|
Cost
of revenue
|
|
|
|
|
|
Powersports
|
21,021,492
|
7,528,810
|
28,897,883
|
28,085,447
|
|
Automotive
|
117,117,721
|
62,493,015
|
194,977,530
|
170,572,680
|
|
Transportation
|
10,695,165
|
5,862,734
|
18,044,506
|
10,950,792
|
|
Cost
of revenue before impairment loss
|
148,834,378
|
75,884,559
|
241,919,919
|
209,608,919
|
|
Impairment
loss on automotive inventory
|
—
|
—
|
—
|
11,738,413
|
|
Total
cost of revenue
|
148,834,378
|
75,884,559
|
241,919,919
|
221,347,332
|
|
|
|
|
|
|
|
Gross
profit
|
19,511,245
|
8,456,734
|
30,689,713
|
7,143,222
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
18,113,151
|
11,174,287
|
31,514,495
|
29,230,714
|
|
|
|
|
|
|
|
Insurance
recovery
|
—
|
(5,615,268)
|
—
|
(5,615,268)
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
631,828
|
508,323
|
1,231,066
|
1,031,317
|
|
|
|
|
|
|
|
Operating
income (loss)
|
766,266
|
2,389,392
|
(2,055,848)
|
(17,503,541)
|
|
|
|
|
|
|
|
Interest
expense
|
(1,920,525)
|
(1,482,408)
|
(3,529,345)
|
(3,699,166)
|
|
|
|
|
|
|
|
Change
in derivative liability
|
(2,235,670)
|
137,488
|
(2,256,322)
|
20,673
|
|
|
|
|
|
|
|
Gain
on early extinguishment of debt
|
—
|
—
|
—
|
188,164
|
|
|
|
|
|
|
|
Loss
before provision for income taxes
|
(3,389,929)
|
1,044,472
|
(7,841,515)
|
(20,993,870)
|
|
|
|
|
|
|
|
Benefit
for income taxes
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
|
Net
income (loss)
|
$(3,389,929)
|
$1,044,472
|
$(7,841,515)
|
$(20,993,870)
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding - basic and fully
diluted
|
3,242,616
|
2,214,241
|
3,242,616
|
2,130,332
|
|
|
|
|
|
|
|
Net
income (loss) per share - basic and fully diluted
|
$(1.05)
|
$0.47
|
$(2.42)
|
$(9.85)
|
RumbleOn, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Six-Months Ended June 30,
|
|
|
|
2021
|
2020
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
Net
loss
|
$(7,841,515)
|
$(20,993,870)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
Depreciation
and amortization
|
1,231,066
|
1,031,317
|
|
Amortization
of debt discounts
|
1,150,076
|
1,051,898
|
|
Share
based compensation
|
2,435,291
|
1,562,761
|
|
Impairment
loss on inventory
|
—
|
11,738,413
|
|
Impairment
loss on property and equipment
|
—
|
177,626
|
|
Loss
(gain) from change in value of derivatives
|
2,256,322
|
(27,500)
|
|
Gain
on early extinguishment of debt
|
—
|
(188,164)
|
|
Changes
in operating assets and liabilities:
|
|
|
|
(Increase)
decrease in prepaid expenses and other current assets
|
(612,680)
|
79,154
|
|
Increase
in inventory
|
1,684,451
|
14,154,657
|
|
(Increase)
in accounts receivable
|
(17,547,091)
|
(6,313,321)
|
|
(Increase)
decrease in other assets
|
(80,550)
|
167,186
|
|
Decrease
in accounts payable and accrued liabilities
|
(44,429)
|
(2,732,098)
|
|
Decrease
in other liabilities
|
(217,250)
|
—
|
|
Increase
in accrued interest payable
|
121,100
|
869,800
|
|
Net
cash (used in) provided by operating activities
|
(17,465,209)
|
577,859
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
Purchase
of property and equipment
|
(100,000)
|
(174,786)
|
|
Technology
development
|
(905,305)
|
(614,113)
|
|
Net
cash used in investing activities
|
(1,005,305)
|
(788,899)
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
Proceeds
from notes payable
|
2,500,000
|
8,272,375
|
|
Payments
on notes payable
|
521,744
|
—
|
|
Net
proceeds (payments) from lines of credit
|
3,156,756
|
(20,627,794)
|
|
Net
Proceeds from sale of common stock
|
36,797,406
|
10,780,080
|
|
Net
cash provided by financing activities
|
42,975,906
|
2,079,681
|
|
|
|
|
|
NET
CHANGE IN CASH
|
24,505,392
|
1,868,641
|
|
|
|
|
|
CASH
AND RESTRICTED CASH AT BEGINNING OF PERIOD
|
3,515,887
|
6,726,282
|
|
|
|
|
|
CASH
AND RESTRICTED CASH AT END OF PERIOD
|
$28,021,279
|
$8,594,923
|
RumbleOn, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
|
Three-Months
Ended
June 30,
|
Three-Months Ended
March 31,
|
|
|
|
2021
|
2020
|
2021
|
|
Net income (loss)
|
$(3,389,929)
|
$1,044,472
|
$(4,451,586)
|
|
Add back:
|
|
|
|
|
Interest
expense (including debt extinguishment)
|
1,920,525
|
1,482,408
|
1,608,820
|
|
Depreciation
and amortization
|
631,828
|
508,322
|
599,240
|
|
Increase
in derivative liability
|
2,235,670
|
(137,488)
|
20,652
|
|
EBITDA
|
1,398,094
|
2,897,714
|
(2,222,874)
|
|
Adjustments:
|
|
|
|
|
Impairment
loss on automotive inventory
|
—
|
—
|
—
|
|
Insurance
recovery
|
—
|
(5,615,268)
|
—
|
|
Non-cash-stock-based
compensation
|
701,275
|
716,391
|
1,026,216
|
|
Acquisition
costs associated with the RideNow Agreement
|
860,048
|
—
|
1,096,653
|
|
Litigation
expenses
|
81,389
|
607,387
|
88,258
|
|
Other
non-reoccurring costs
|
—
|
51,387
|
32,985
|
|
Adjusted EBITDA
|
$3,040,806
|
$(1,342,389)
|
$21,239
|