RumbleON (RMBL) Q2 2025 Earnings Call August 11, 2025 04:30 PM ET Speaker0Greetings, and welcome to the Rambo On, Inc. Second Quarter twenty twenty five Earnings Call. At this time, all participants are in a listen only mode. A brief question and answer will be follow after the formal presentation. As a reminder, this conference is being recorded.It is now my pleasure to introduce your host, Sherwin Makia, Vice President of Finance. Thank you. Please go ahead.Speaker1Thank you, Chloe. Good afternoon, everyo ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38248 RumbleOn, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3951329 (State or other ju ...

Execution Version AMENDMENT NO. 10 TO TERM LOAN CREDIT AGREEMENT AMENDMENT NO. 10 TO TERM LOAN CREDIT AGREEMENT (this "Amendment"), dated as of August 10, 2025, among RUMBLEON, INC., a Nevada corporation (the "Borrower"), the guarantors party hereto (the "Subsidiary Guarantors"), OAKTREE FUND ADMINISTRATION, LLC, as administrative agent and as collateral agent (in such capacities, the "Agent"), and the Lenders (as defined below) party hereto. PRELIMINARY STATEMENTS A. The Borrower, the Agent and each lender ...

Core Insights - The company is undergoing a rebranding initiative, changing its name to RideNow Group, Inc., relocating its corporate headquarters back to Phoenix, AZ, and changing its ticker symbol from "RMBL" to "RDNW" effective August 13, 2025 [6][10][12] - The second quarter of 2025 showed a decline in revenue and net loss compared to the same period in 2024, but there were improvements in adjusted EBITDA and SG&A expenses [4][6][19] Financial Performance - Revenue for Q2 2025 was $299.9 million, down 11.0% from $336.8 million in Q2 2024 [4][6] - Gross profit decreased to $83.9 million, a decline of 6.7% year-over-year [4][6] - Selling, general, and administrative (SG&A) expenses were reduced to $66.7 million, down 6.6% from $71.4 million in the previous year [4][6] - The company reported a net loss of $32.2 million, compared to a net loss of $0.7 million in Q2 2024 [4][6] - Adjusted EBITDA increased to $17.2 million, up 6.2% from $16.2 million in Q2 2024 [4][6] Segment Performance - In the Powersports segment, unit retail sales of new powersports vehicles decreased by 11.5% to 10,618 units, while pre-owned powersports sales increased by 10.2% to 5,283 units [7][8] - Revenue from the Powersports segment was $298.6 million, down 7.2% from $321.6 million in the previous year [7][8] - The Vehicle Transportation Services segment saw a significant decline, with revenue dropping to $1.3 million, down 91.4% from $15.2 million in Q2 2024 [8] Balance Sheet and Liquidity - As of June 30, 2025, the company had $44.7 million in unrestricted cash and $185.1 million in non-vehicle net debt [9][17] - Total available liquidity was $185.7 million, which includes cash and availability under credit facilities [9] - The company executed a term loan amendment to extend the maturity of its term loan to September 30, 2027, with a reduction in interest rates [10][19] Strategic Initiatives - The company is focused on a "back to our roots" strategy aimed at improving operational execution and driving growth [3] - The successful closing of a term loan amendment provides operational flexibility to execute its strategic initiatives [3][10]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38248 RumbleOn, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3951329 (State or other j ...

Financial Data and Key Metrics Changes - The company generated $244.7 million of adjusted EBITDA in Q1 2025, down slightly compared to the same quarter last year despite a 20.5% decline in revenue [10][11] - Total adjusted SG&A expenses were $57.5 million, representing 85.6% of gross profit, down from $72.6 million or 87.9% of gross profit in the same quarter last year [11] - Cash outflows from operating activities were $6.9 million for Q1 2025, compared to cash inflows of $17 million for the same period in 2024 [15] Business Line Data and Key Metrics Changes - The Powersports Group sold 13,186 total major units, down 20.5% year over year, with new unit sales down 23.7% and pre-owned unit sales down 13.9% [12] - Gross margins for new units improved to 13.5% from 12.5% year over year, while pre-owned gross margins were 16.3%, down from 19.5% [12] - Revenue from the powersports dealership group was $239.2 million, down 18.5% year over year, primarily due to lower major unit volume [14] Market Data and Key Metrics Changes - The asset light vehicle transportation services segment saw revenue decline by 61.5% year over year, with gross profit decreasing 68.6% to $1.1 million [14] - The overall decline in unit sales during the quarter impacted revenue and gross profit across various segments [13] Company Strategy and Development Direction - The company is focused on improving operational discipline and customer service, aiming for long-term financial success despite current challenges [9] - New key management additions are expected to strengthen the company's market position and support strategic goals [7][8] - The company is actively evaluating opportunities to optimize its capital structure and lower its cost of capital [16] Management Comments on Operating Environment and Future Outlook - The management expressed confidence in the company's turnaround efforts and the potential for long-term growth despite current market challenges [5][9] - The evolving tariff landscape presents both risks and opportunities, particularly in the powersports business [8] - Management anticipates that inventory levels by year-end will be similar to 2024, potentially slightly higher due to inflation [23] Other Important Information - The company has engaged an investment banker to explore refinancing options for its debt [16] - The management team is focused on filling skill gaps and empowering leaders to align with the company's vision [6] Q&A Session Summary Question: How aggressive does the company want to be with the cash offer tool for pre-owned inventory? - The company can be aggressive with the cash offer tool, but it depends on the quality of the inventory available [19] Question: What are the expectations for year-end inventory levels? - The company expects inventory levels at year-end to be about where they ended in 2024, possibly slightly higher due to inflation [23] Question: What is the general message from OEM partners regarding tariffs? - OEMs are currently absorbing tariff costs, and there is hope for a return to a normal operating environment soon [26][28]

Financial Data and Key Metrics Changes - The company generated $244.7 million of adjusted EBITDA in Q1 2025, down slightly compared to the same quarter last year despite a 20.5% decline in revenue [11][12] - Total adjusted SG&A expenses were $57.5 million, representing 85.6% of gross profit, down from $72.6 million or 87.9% of gross profit in the same quarter last year [12] - Cash outflows from operating activities were $6.9 million for Q1 2025, compared to cash inflows of $17 million for the same period in 2024 [17] Business Line Data and Key Metrics Changes - The Powersports Group sold 13,186 total major units, down 20.5% year over year, with new unit sales down 23.7% and pre-owned unit sales down 13.9% [13] - Gross margins for new units improved to 13.5% from 12.5% year over year, while pre-owned gross margins were 16.3%, down from 19.5% [13] - Revenue from the powersports dealership group was $239.2 million, down 18.5% year over year, primarily due to lower major unit volume [16] Market Data and Key Metrics Changes - The asset light vehicle transportation services segment, Wholesale Express, saw revenue decline by 61.5% year over year, with gross profit decreasing 68.6% to $1.1 million [16] - The overall decline in unit sales during the quarter impacted revenue and gross profit across various segments [14][15] Company Strategy and Development Direction - The company is focused on improving operational discipline and customer service amidst a challenging macroeconomic environment [10] - New key management additions aim to strengthen market position and drive long-term growth [8] - The company is actively evaluating opportunities to optimize capital structure and lower cost of capital [18] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing challenges due to tariffs and a difficult consumer backdrop but expressed confidence in the company's strategic initiatives [9][10] - The company expects 2025 results from the Wholesale Express segment to decline significantly from 2024 but believes it is better positioned for sustainable long-term growth [11] Other Important Information - The company ended the quarter with $56.2 million in total cash and $188.2 million in non-vehicle net debt [17] - Total available liquidity was $171.4 million as of March 31, 2025 [17] Q&A Session Summary Question: How aggressive does the company want to be with the cash offer tool for pre-owned inventory? - The company can be aggressive with the cash offer tool, but it depends on the quality of the inventory available [20][21] Question: What are the expectations for year-end inventory levels? - The company expects inventory levels at year-end to be about where they ended in 2024, possibly slightly higher due to inflation [23][24] Question: What is the message from OEM partners regarding tariffs? - OEM partners are currently absorbing tariff costs, and there is hope that the situation will stabilize in the near future [27][28][30]

Financial Data and Key Metrics Changes - The company generated $244.7 million of adjusted EBITDA in Q1 2025, down slightly compared to the same quarter last year despite a 20.5% decline in revenue [9][10] - Total adjusted SG&A expenses were $57.5 million, representing 85.6% of gross profit, down from $72.6 million or 87.9% of gross profit in the same quarter last year [10] - Cash outflows from operating activities were $6.9 million for Q1 2025, compared to cash inflows of $17 million for the same period in 2024 [14] Business Line Data and Key Metrics Changes - The Powersports Group sold 13,186 total major units, down 20.5% year over year, with new unit sales down 23.7% and pre-owned unit sales down 13.9% [11] - Gross margins for new units improved to 13.5% from 12.5% year over year, while pre-owned gross margins were 16.3%, down from 19.5% due to an elevated margin in the previous year [11] - Revenue from the powersports dealership group was $239.2 million, down 18.5% year over year, primarily due to lower major unit volume [13] Market Data and Key Metrics Changes - The asset-light vehicle transportation services segment, Wholesale Express, saw revenue decline by 61.5% year over year, with gross profit decreasing 68.6% to $1.1 million [14] - The overall decline in unit sales during the quarter impacted revenue and gross profit across various segments [12] Company Strategy and Development Direction - The company is focused on improving operational discipline and customer service, aiming for long-term financial success despite current challenges [8] - New key management additions are expected to strengthen the company's market position and align with strategic growth goals [6][7] - The company is actively evaluating opportunities to optimize its capital structure and lower its cost of capital [15] Management's Comments on Operating Environment and Future Outlook - The operating environment remains challenging due to tariffs and shifting consumer preferences, but the company is seeing robust demand in the pre-owned segment [7][8] - Management expressed confidence in the actions taken to position the company for long-term success, despite a difficult macroeconomic backdrop [4][8] Other Important Information - The company is engaged in a comprehensive search for a new CFO to lead future growth [6] - The company has fully repaid $38.8 million of convertible notes due on January 2 [14] Q&A Session Summary Question: How aggressive does the company want to be with the cash offer tool for pre-owned inventory? - The company can be aggressive with the cash offer tool, but it depends on the quality of the inventory available [17][18] Question: What are the expectations for inventory levels by year-end? - The company expects inventory levels to be about where they ended in 2024, possibly a little higher due to inflation [20][22] Question: What is the message from OEM partners regarding tariffs? - OEMs are currently absorbing tariff costs, and there is hope for a return to normal operating conditions soon [25][26]

[RumbleOn Q1 2025 Financial Results](index=1&type=section&id=RumbleOn%20Reports%20First%20Quarter%202025%20Financial%20Results) [Key First Quarter 2025 Highlights](index=1&type=section&id=Key%20First%20Quarter%202025%20Highlights) RumbleOn's Q1 2025 saw revenue decline 20.5% to $244.7 million, with net loss improving and SG&A down 17.3% - CEO Michael Quartieri acknowledged a challenging consumer environment but highlighted the team's progress on turnaround initiatives[4](index=4&type=chunk) Q1 2025 Financial Summary (vs. Q1 2024) | ($ in millions) | 2025 | 2024 | YOY Change | | :--- | :--- | :--- | :--- | | **Revenue** | $244.7 | $307.8 | (20.5)% | | **Gross Profit** | $67.2 | $82.6 | (18.6)% | | **SG&A** | $61.1 | $73.9 | (17.3)% | | **Adjusted SG&A** | $57.5 | $72.6 | (20.8)% | | **Operating Income** | $3.8 | $5.2 | (26.9)% | | **Net Loss** | $(9.7) | $(10.3) | 5.8% | | **Adjusted EBITDA** | $7.0 | $7.7 | (9.1)% | - Key operational and financial activities in Q1 2025 include: - Revenue decrease driven by a **3,399 unit decline** in powersports and an **$8.8 million decline** in vehicle transportation services - SG&A expenses reduced by **$12.8 million** - Operating cash flow shifted to an outflow of **$6.9 million** from an inflow of **$17.0 million** in Q1 2024 - Repaid **$38.8 million** of 6.75% convertible senior notes at maturity[7](index=7&type=chunk) [Segment Results](index=2&type=section&id=First%20Quarter%202025%20%E2%80%94%20Segment%20Results) Powersports revenue declined 18.5% due to lower unit sales, though GPU improved; Vehicle Transportation Services revenue plummeted 61.5% Powersports Segment Performance - Q1 2025 vs Q1 2024 | ($ in millions, except per unit) | 2025 | 2024 | YOY Change | | :--- | :--- | :--- | :--- | | **Total Retail Unit Sales** | 12,320 | 15,508 | (20.6)% | | **Total Powersports Revenue** | $239.2 | $293.5 | (18.5)% | | **Total Powersports Gross Profit** | $66.1 | $79.1 | (16.4)% | | **Powersports GPU** | $5,365 | $5,099 | 5.2% | Vehicle Transportation Services Segment Performance - Q1 2025 vs Q1 2024 | ($ in millions) | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | **Vehicles Transported ()** | 8,625 | 24,637 | (65.0)% | | **Revenue** | $5.5 | $14.3 | (61.5)% | | **Gross Profit** | $1.1 | $3.5 | (68.6)% | [Balance Sheet, Liquidity and Cash Flow](index=3&type=section&id=Balance%20Sheet%2C%20Liquidity%20and%20Cash%20Flow) RumbleOn's liquidity stood at $171.4 million as of March 31, 2025, with an operating cash outflow of $6.9 million and non-vehicle net debt at $188.2 million - Total Available Liquidity was **$171.4 million** as of March 31, 2025, which includes total cash and availability under floorplan credit facilities[11](index=11&type=chunk) - Operating cash outflow was **$6.9 million** for Q1 2025, compared to an inflow of **$17.0 million** in Q1 2024. The 2024 period benefited from proceeds from the sale of the Company's loans receivable portfolio[11](index=11&type=chunk) Key Liquidity and Debt Metrics | ($ in millions) | Mar. 31, 2025 | Dec. 31, 2024 | Change | | :--- | :--- | :--- | :--- | | **Cash (unrestricted)** | $41.1 | $85.3 | (51.8)% | | **Non-Vehicle Net Debt** | $188.2 | $182.1 | 3.3% | [Financial Statements](index=5&type=section&id=Financial%20Statements) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 revenue declined to $244.7 million, while net loss improved to $9.7 million, or ($0.26) per share, from $10.3 million in Q1 2024 Q1 2025 Statement of Operations (in millions, except per share) | | 2025 | 2024 | | :--- | :--- | :--- | | **Total revenue** | $244.7 | $307.8 | | **Gross profit** | $67.2 | $82.6 | | **Operating income** | $3.8 | $5.2 | | **Net loss** | $(9.7) | $(10.3) | | **Net loss per share** | $(0.26) | $(0.29) | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets were $738.9 million, liabilities $712.0 million, with cash decreasing to $41.1 million and inventory increasing Balance Sheet Summary (in millions) | | Mar. 31, 2025 | Dec. 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $358.3 | $371.4 | | **Total assets** | $738.9 | $755.2 | | **Total current liabilities** | $315.6 | $324.4 | | **Total liabilities** | $712.0 | $718.5 | | **Total stockholders' equity** | $26.9 | $36.7 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 operating activities resulted in a $6.9 million net cash outflow, with total cash and restricted cash decreasing by $40.5 million due to debt repayment Cash Flow Summary - Three Months Ended Mar. 31 (in millions) | | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash from operating activities** | $(6.9) | $17.0 | | **Net cash used in investing activities** | $(0.5) | $(0.7) | | **Net cash used in financing activities** | $(33.1) | $(29.9) | | **NET CHANGE IN CASH** | $(40.5) | $(13.6) | | **Cash and restricted cash at end of period** | $56.2 | $63.4 | [Non-GAAP Measures](index=8&type=section&id=Non-GAAP%20Measures) This section defines and reconciles key non-GAAP financial metrics like Adjusted EBITDA, Free Cash Flow, Non-Vehicle Net Debt, and Adjusted SG&A, used to assess core operational performance - The Company uses non-GAAP financial measures like **EBITDA**, **Adjusted EBITDA**, **Free Cash Flow**, **Non-Vehicle Net Debt**, and **Adjusted SG&A** for financial and operational decision-making and to evaluate period-to-period comparisons[16](index=16&type=chunk) [EBITDA and Adjusted EBITDA](index=8&type=section&id=EBITDA%20and%20Adjusted%20EBITDA) Adjusted EBITDA for Q1 2025 was $7.0 million, down from $7.7 million in Q1 2024, calculated by adjusting net loss for non-operational and non-cash items Reconciliation of Net Loss to Adjusted EBITDA (in millions) | | First Quarter 2025 | First Quarter 2024 | | :--- | :--- | :--- | | **Net loss (GAAP)** | $(9.7) | $(10.3) | | **EBITDA (non-GAAP)** | $6.3 | $9.0 | | **Adjusted EBITDA (non-GAAP)** | $7.0 | $7.7 | [Free Cash Flow](index=9&type=section&id=Free%20Cash%20Flow) Free Cash Flow was negative $7.4 million in Q1 2025, a significant decrease from the positive $16.4 million generated in Q1 2024 Reconciliation to Free Cash Flow (in millions) | | First Quarter 2025 | First Quarter 2024 | | :--- | :--- | :--- | | **Cash flows from operating activities (GAAP)** | $(6.9) | $17.0 | | **Capital expenditures** | $(0.5) | $(0.6) | | **Free Cash Flow (non-GAAP)** | $(7.4) | $16.4 | [Non-Vehicle Net Debt](index=9&type=section&id=Non-Vehicle%20Net%20Debt) Non-Vehicle Net Debt increased to $188.2 million as of March 31, 2025, from $182.1 million at year-end 2024, excluding vehicle floor plan debt Reconciliation to Non-Vehicle Net Debt (in millions) | | As of Mar. 31, 2025 | As of Dec. 31, 2024 | | :--- | :--- | :--- | | **Long-term debt, including current maturities (GAAP)** | $215.5 | $251.1 | | **Less: unrestricted cash** | $(41.1) | $(85.3) | | **Non-Vehicle Net Debt (non-GAAP)** | $188.2 | $182.1 | [Adjusted SG&A](index=10&type=section&id=Adjusted%20SG%26A) Adjusted SG&A expenses decreased 20.8% to $57.5 million in Q1 2025, improving to 85.6% of gross profit from 87.9% Reconciliation of SG&A to Adjusted SG&A (in millions) | | First Quarter 2025 | First Quarter 2024 | | :--- | :--- | :--- | | **SG&A (GAAP)** | $61.1 | $73.9 | | **Adjusted SG&A (non-GAAP)** | $57.5 | $72.6 | | **Adjusted SG&A as % of Gross Profit** | 85.6% | 87.9% | [Supplementary Data](index=11&type=section&id=Supplementary%20Data) [Key Term Loan Credit Agreement Covenant Compliance](index=11&type=section&id=Key%20Term%20Loan%20Credit%20Agreement%20Covenant%20Compliance) As of March 31, 2025, RumbleOn was in compliance with key term loan covenants, with Consolidated Total Net Leverage Ratio at 4.7x, below the 9.5x maximum Covenant Compliance as of March 31, 2025 | | Actual | Maximum Allowed | | :--- | :--- | :--- | | **Consolidated Total Net Leverage Ratio** | 4.7x | 9.5x | | **Consolidated Senior Secured Net Leverage Ratio** | 4.7x | 9.0x |

Core Insights - RumbleOn, Inc. reported a significant decline in revenue and unit sales in the first quarter of 2025 compared to the same period in 2024, indicating challenges in the powersports segment [2][4][6] - The company is focused on turnaround initiatives despite the decline, with management expressing optimism about future performance [3][6] Financial Performance - Revenue for Q1 2025 was $244.7 million, down 20.5% from $307.8 million in Q1 2024 [4][15] - Gross profit decreased by 18.6% to $67.2 million from $82.6 million year-over-year [4][15] - Selling, general & administrative expenses (SG&A) were reduced to $61.1 million, a decrease of 17.3% from $73.9 million [4][15] - Adjusted EBITDA fell to $7.0 million, down 9.1% from $7.7 million in the previous year [4][19] Unit Sales and Segment Performance - Total retail unit sales in the powersports segment decreased by 20.6%, with new powersports units down 23.7% and pre-owned units down 13.9% [7][8] - Vehicle transportation services segment revenue dropped 61.5% to $5.5 million, with vehicles transported decreasing by 65.0% [8][15] Cash Flow and Liquidity - Operating cash flow was negative at $(6.9) million, compared to positive inflows of $17.0 million in Q1 2024 [4][9] - The company ended the quarter with total cash of $56.2 million, including restricted cash, and reported non-vehicle net debt of $188.2 million [9][22] Balance Sheet Highlights - Long-term debt, including current maturities, decreased to $215.5 million from $251.1 million [4][23] - Total assets as of March 31, 2025, were $738.9 million, down from $755.2 million at the end of 2024 [16][23] Management Commentary - The CEO highlighted the team's efforts in navigating a challenging consumer environment and expressed confidence in the company's turnaround strategies [3][6]