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RumbleOn Reports Record Operational and Financial Results for the Fourth Quarter and Full Year 2021

  • 4Q Pro forma Used Retail Powersports Revenue up 164%, Used Retail Unit Sales up 87%
  • 4Q Revenue of $440.9 million; Full Year Pro forma Revenue of $1,586.1 million, reaching the high end of the Revenue guidance range
  • 4Q Net Income of $20.7 million and fully diluted Earnings Per Share of $1.35
  • Full Year Pro forma Net Income of $45.5 million with Pro forma Adjusted EBITDA of $117.4 million
  • Management to host a conference call today, March 16, 2022, at 8:30 am ET

RumbleOn, Inc. (NASDAQ: RMBL) (the “Company” or “RumbleOn”), the nation's first technology-based omnichannel powersports platform, today announced operational and financial results for the three and twelve months ended December 31, 2021. RumbleOn management is hosting an investor call to discuss the Company’s results today, March 16, 2022, at 8:30 am ET. The Company issued a Shareholder Letter with management commentary and financial information, which is available on RumbleOn’s Investor Relations website.

Marshall Chesrown, RumbleOn’s Chief Executive Officer commented, “We are excited to report a record year for RumbleOn, as we accelerated the flow through of inventory acquired online through our retail locations. We generated $117.4 million in pro forma adjusted EBITDA, while delivering nearly $1.6 billion in pro forma revenue, all the while making meaningful strides towards our long-term objectives.”

“Consumers are demanding convenience, personalization, and affordability everywhere they shop, and Powersports is no different. We are reimagining the customer experience, both online and in the showroom, and we are making great strides in our mission to build the future of Powersports. Our strategy to combine the online with the in-store experience is working. On a comparable pro forma basis in Q4, we sold 87% more used retail Powersports units and generated 164% more revenue from these sales compared to the same quarter last year. We are laser-focused on building an unparalleled customer experience in Powersports, and we are confident that this is the most durable way to deliver long term value to our stakeholders,” concluded Mr. Chesrown.

Shareholder Letter

RumbleOn issued a shareholder letter with operational and financial results, outlook, and management commentary that can be accessed on the quarterly results page of the Company’s Investor Relations website at https://investors.rumbleon.com/quarterly-results.

Conference Call Details

RumbleOn's management will host a conference call to discuss its operational and financial results, and provide a detailed outlook on March 16, 2022 at 8:30 a.m. Eastern Time. A live and archived webcast can be accessed from RumbleOn's Investor Relations website. To access the conference call telephonically, callers may dial 1-877-407-9716 (or 1-201-493-6779 for callers outside of the United States) and enter conference ID 13727311.

About RumbleOn

RumbleOn, Inc. is the nation's first technology-based omnichannel powersports platform. Headquartered in the Dallas Metroplex, RumbleOn is revolutionizing the customer experience for outdoor enthusiasts across the country and making powersport vehicles accessible to more people, in more places than ever before. To learn more please visit us online at https://www.rumbleon.com/.

Cautionary Note on Forward-Looking Statements

This press release may contain "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release and are advised to consider the factors listed under the heading "Forward-Looking Statements" and "Risk Factors" in the Company's SEC filings, as may be updated and amended from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

As disclosed in a Form 12b-25 filed earlier today, as RumbleOn completes its first year 404 assessment of internal control over financial reporting, the Company currently anticipates that it will disclose in its Form 10-K for the year ended December 31, 2021, a material weakness relating to general controls over information technology. RumbleOn does not expect this material weakness will impact the financial information reported in this press release. Furthermore, RumbleOn has performed additional analyses and other procedures to enable management to conclude that the financial information included in this press release fairly presents, in all material respects, RumbleOn’s financial condition and results of operations as of and for the quarterly period and year ended December 31, 2021, however RumbleOn can provide no assurance that a change to the financial information will not be required or that the Company will not identify other material weaknesses. RumbleOn expects that it will file the Form 10-K within the 15-day extension period provided by Rule 12b-25.

Use of Non-GAAP Financial Measures

As required by the rules of the Securities and Exchange Commission ("SEC"), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release. Non-GAAP financial measures for the three months and years ended December 31, 2021 and December 31, 2020 used in this release are pro forma and as reported 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.

RumbleOn, Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(dollars in thousands)

 

 

As Reported

(unaudited)

 

 

Pro Forma

(unaudited)

 

 

4Q 2021

 

 

4Q 2020

 

FY 2021

FY 2020

 

 

 

4Q 2021

 

 

4Q 2020

 

FY 2021

FY 2020

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

20,660

 

$

(5,490

)

$

(9,725

)

$

(24,999

)

 

 

$

20,660

 

$

8,025

 

$

45,495

 

$

18,914

 

Add back:

 

 

 

 

 

 

 

 

 

 

Interest expense (including debt extinguishment)

 

7,355

 

 

1,451

 

 

15,462

 

 

6,450

 

 

 

 

7,355

 

 

13,455

 

 

39,404

 

 

47,312

 

Depreciation and amortization

 

3,155

 

 

575

 

 

6,103

 

 

2,143

 

 

 

 

3,155

 

 

4,364

 

 

13,200

 

 

13,607

 

Interest income and miscellaneous income

 

 

 

 

 

 

 

 

 

 

 

 

 

(181

)

 

(1,391

)

 

(1,967

)

Change in derivative liability

 

25

 

 

(4

)

 

8,799

 

 

(11

)

 

 

 

25

 

 

(4

)

 

8,799

 

 

(10

)

Income taxes

 

(10,984

)

 

 

 

(21,665

)

 

 

 

 

 

(10,984

)

 

2,675

 

 

(2,706

)

 

6,305

 

EBITDA

 

20,211

 

 

(3,468

)

 

(1,026

)

 

(16,417

)

 

 

 

20,211

 

 

28,334

 

 

102,801

 

 

84,161

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

Impairment loss on automotive inventory

 

 

 

 

 

 

 

11,738

 

 

 

 

 

 

 

 

 

 

11,738

 

Insurance recovery

 

 

 

 

 

 

 

178

 

 

 

 

 

 

 

 

 

 

178

 

Insurance proceeds

 

 

 

 

 

(3,135

)

 

(5,615

)

 

 

 

 

 

805

 

 

(3,135

)

 

(4,810

)

Stock-based compensation1

 

2,054

 

 

553

 

 

29,219

 

 

2,978

 

 

 

 

2,054

 

 

553

 

 

29,219

 

 

3,175

 

Acquisition costs associated with the RideNow transaction

 

766

 

 

 

 

4,281

 

 

 

 

 

 

766

 

 

 

 

4,281

 

 

 

Other non-recurring costs

 

374

 

 

267

 

 

2,025

 

 

1,347

 

 

 

 

374

 

 

267

 

 

2,025

 

 

1,347

 

PPP loan forgiveness

 

(2,110

)

 

 

 

(2,682

)

 

 

 

 

 

(2,110

)

 

 

 

(21,721

)

 

 

Purchase accounting related

 

1,388

 

 

 

 

1,388

 

 

 

 

 

 

1,388

 

 

 

 

1,388

 

 

 

Adjusted EBITDA

 

22,683

 

 

(2,648

)

 

30,070

 

 

(5,791

)

 

 

 

22,683

 

 

29,959

 

 

114,858

 

 

95,789

 

Pro forma adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

31

 

 

2,525

 

 

124

 

Pro forma adjusted EBITDA

$

22,683

 

$

(2,648

)

$

30,070

 

$

(5,791

)

 

 

$

22,683

 

$

29,990

 

$

117,383

 

$

95,913

 

 

 

 

 

 

 

 

 

 

 

 

1 Stock based compensation includes the vesting of all then outstanding RSU awards upon the closing of the RideNow transaction.

RumbleOn, Inc.

Consolidated Balance Sheets

(unaudited)

(dollars in thousands; except per share amounts)

 

 

 

December 31,

 

 

 

2021

 

 

 

2020

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash

 

$

48,974

 

 

$

1,467

 

Restricted cash

 

 

3,000

 

 

 

2,049

 

Accounts receivable, net

 

 

41,619

 

 

 

9,408

 

Inventory

 

 

201,666

 

 

 

21,360

 

Prepaid expense and other current assets

 

 

6,335

 

 

 

3,446

 

Total current assets

 

 

301,594

 

 

 

37,730

 

Property and equipment, net

 

 

21,417

 

 

 

6,521

 

Right-of-use assets

 

 

133,112

 

 

 

5,690

 

Goodwill

 

 

260,922

 

 

 

26,887

 

Intangible assets, net

 

 

302,066

 

 

 

46

 

Other assets

 

 

26,207

 

 

 

105

 

Total assets

 

 

1,045,318

 

 

 

76,979

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable and accrued liabilities

 

 

62,040

 

 

 

14,193

 

Vehicle floor plan notes payable

 

 

97,278

 

 

 

17,812

 

Accrued interest payable

 

 

 

 

 

 

Current portion lease liabilities

 

 

20,249

 

 

 

 

Current portion of long-term and convertible debts

 

 

4,322

 

 

 

3,440

 

Total current liabilities

 

 

183,889

 

 

 

35,445

 

Long-term liabilities:

 

 

 

 

Senior secured debt

 

 

253,438

 

 

 

 

Convertible debt, net

 

 

29,396

 

 

 

27,166

 

Notes payable

 

 

150

 

 

 

4,691

 

Derivative liabilities

 

 

66

 

 

 

17

 

Long-term portion of operating lease liabilities

 

 

114,687

 

 

 

4,370

 

Long-term portion of financing lease liabilities

 

 

2,869

 

 

 

 

Deferred tax liabilities

 

 

8,138

 

 

 

 

Other long-term liabilities

 

 

21,396

 

 

 

720

 

Total long-term liabilities

 

 

430,140

 

 

 

36,964

 

Total liabilities

 

 

614,029

 

 

 

72,409

 

Commitments and contingencies

 

 

 

 

Stockholders’ equity:

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2021 and 2020

 

 

 

 

 

 

Class A common stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding as of December 31, 2021 and 2020

 

 

 

 

 

 

Class B common stock, $0.001 par value, 100,000,000 shares authorized, 14,882,022 and 2,191,633 shares issued and outstanding as of December 31, 2021 and 2020

 

 

15

 

 

 

2

 

Additional paid-in capital

 

 

549,699

 

 

 

108,949

 

Accumulated deficit

 

 

(114,106

)

 

 

(104,381

)

Class B common stock in treasury, at cost 123,089 and 0 shares as of December 31, 2021 and 2020

 

 

(4,319

)

 

 

 

Total stockholders’ equity

 

 

431,289

 

 

 

4,570

 

Total liabilities and stockholders’ equity

 

$

1,045,318

 

 

$

76,979

 

RumbleOn, Inc.

 

Consolidated Statements of Operations

 

(unaudited)

 

(dollars in thousands, except per share amounts)

 
   

 

 

Three months ended

December 31,

 

Twelve months ended

December 31,

 

 

 

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Vehicles Sales

 

 

 

 

 

 

 

 

 

 

Powersports

 

$

202,002

 

 

$

8,012

 

 

$

323,303

 

 

$

46,654

 

 

Automotive

 

 

144,232

 

 

 

55,843

 

 

 

460,888

 

 

 

337,085

 

 

Parts, service and accessories

 

 

50,889

 

 

 

200

 

 

 

66,969

 

 

 

872

 

 

Vehicle logistics

 

 

11,090

 

 

 

6,625

 

 

 

43,878

 

 

 

31,816

 

 

Finance and insurance, net

 

 

32,695

 

 

 

 

 

39,693

 

 

 

 

 

Total revenue

 

 

440,908

 

 

 

70,680

 

 

 

934,731

 

 

 

416,427

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

Powersports

 

 

167,679

 

 

 

6,369

 

 

 

264,872

 

 

 

40,061

 

 

Automotive

 

 

136,391

 

 

 

51,755

 

 

 

430,142

 

 

 

308,801

 

 

Parts, service and accessories

 

 

38,417

 

 

 

 

 

 

47,262

 

 

 

 

 

Vehicle logistics

 

 

8,320

 

 

 

4,875

 

 

 

34,278

 

 

 

24,200

 

 

Cost of revenue before impairment loss

 

 

350,807

 

 

 

62,999

 

 

 

776,554

 

 

 

373,062

 

 

Impairment loss on automotive inventory

 

 

 

 

 

 

 

 

 

 

 

11,738

 

 

Total cost of revenue

 

 

350,807

 

 

 

62,999

 

 

 

776,554

 

 

 

384,800

 

 

Gross profit

 

 

90,101

 

 

 

7,681

 

 

 

158,177

 

 

 

31,627

 

 

Selling, general and administrative

 

 

69,946

 

 

 

10,596

 

 

 

135,801

 

 

 

50,681

 

 

Stock-based compensation and other issuances

 

 

2,054

 

 

 

553

 

 

 

29,219

 

 

 

2,978

 

 

Insurance recovery

 

 

 

 

 

 

 

 

(3,135

)

 

 

(5,615

)

 

Depreciation and amortization

 

 

3,155

 

 

 

575

 

 

 

6,103

 

 

 

2,143

 

 

Operating income (loss)

 

 

14,946

 

 

 

(4,043

)

 

 

(9,811

)

 

 

(18,560

)

 

Interest expense

 

 

(7,355

)

 

 

(1,451

)

 

 

(15,462

)

 

 

(6,450

)

 

Forgiveness of PPP loan

 

 

2,110

 

 

 

 

 

 

2,682

 

 

 

 

 

Change in derivative liability

 

 

(25

)

 

 

4

 

 

 

(8,799

)

 

 

11

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before benefit for income taxes

 

 

9,676

 

 

 

(5,490

)

 

 

(31,390

)

 

 

(24,999

)

 

Benefit for income taxes

 

 

(10,984

)

 

 

 

 

 

(21,665

)

 

 

 

 

Net income (loss)

 

$

20,660

 

 

$

(5,490

)

 

$

(9,725

)

 

$

(24,999

)

 

Weighted average number of common shares outstanding - basic

 

 

15,055,084

 

 

 

2,241,633

 

 

 

6,920,318

 

 

 

2,184,441

 

 

Weighted average number of common shares outstanding - fully diluted

 

 

15,263,736

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

 

$

1.37

 

 

$

(2.45

)

 

$

(1.41

)

 

$

(11.44

)

 

Net income (loss) per share - fully diluted

 

$

1.35

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

RumbleOn, Inc.

Condensed Consolidated Statements of Cash Flows

For the Two Years Ended December 31, 2021

(unaudited)

(dollars in thousands)

 

 

2021

 

2020

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net loss

$ (9,725)

 

$ (24,999)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

 

 

 

Depreciation and amortization

6,103

 

2,143

Amortization of debt discounts

4,386

 

2,027

Forgiveness of PPP loan

(2,682)

 

Bad debt expense

 

311

Share based compensation

29,219

 

2,978

Impairment loss on inventory

 

11,738

Impairment loss on property and equipment

 

178

Loss (gain) from change in value of derivatives

8,799

 

(11)

Gain on early extinguishment of debt

 

(188)

Deferred taxes

(19,910)

 

Changes in operating assets and liabilities:

 

 

 

Increase in accounts receivable

(5,978)

 

(1,236)

(Increase) decrease in inventory

(63,554)

 

24,282

Increase in prepaid expenses and other current assets

(1,102)

 

(2,236)

(Increase) decrease in other assets

(25,983)

 

87

Increase in accounts payable and accrued liabilities

12,174

 

1,349

Increase in other liabilities

17,147

 

720

(Decrease) in floor plan trade note borrowings

15,119

 

Net cash (used in) provided by operating activities

(35,987)

 

17,143

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Cash used for acquisition, net of cash received

(366,967)

 

Purchase of property and equipment

(7,718)

 

(175)

Proceeds from sales of property and equipment

 

38

Technology development

(1,871)

 

(2,145)

Net cash used in investing activities

(376,556)

 

(2,282)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from convertible note

 

8,272

Proceeds from senior secured debt

261,451

 

Repayments of notes payable

(10,413)

 

(1,768)

Increase (decrease) in borrowings from non-trade floor plans

18,722

 

(40,533)

Net proceeds from PPP loan

 

5,178

Net proceeds from sale of common stock

191,241

 

10,780

Net cash provided by (used in) financing activities

461,001

 

(18,071)

NET INCREASE IN CASH

48,458

 

(3,210)

CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD

3,516

 

6,726

CASH AND RESTRICTED CASH AT END OF PERIOD

$ 51,974

 

$ 3,516

 

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