RumbleOn, Inc.
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 11, 2025
RDNW$5.59+2.8%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001596961-25-000039
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001596961-25-000066
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 67 current paragraphs.
43 unchanged; 10 reworded; 13 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
On August 11, 2025, the Company announced that its Board of Directors approved the Company’s name change to “RideNow Group, Inc.” and the Company’s Class B Common Stock ticker symbol change to “RDNW”, each scheduled to be effective as of August 13, 2025. The Company’s Class B Common Stock will continue to be listed on The NASDAQ Stock Market.
Current report
Recent Developments
Current report
As of June 30, 2025, the Company was in compliance with all of the financial covenants under its Credit Agreement (as defined in Note 4) but determined it needed to extend the due date of its Credit Agreement from August 31, 2026 to September 30, 2027 to increase its financial flexibility and allow time for refinancing the debt. The Company entered into the following agreements to meet these objectives:
Current report
On August 10, 2025, the Company entered into separate commitment letters (collectively, the “Commitment Letters”) with each of Stone House Capital Management, LLC, Mark Tkach and Bill Coulter (collectively, the “Commitment Parties”), pursuant to which each Commitment Party has committed to make $3.3 million of subordinated loans to the Company (collectively, the “Subordinated Loans”). The aggregate gross proceeds of the Subordinated Loans, or approximately $10.0 million, shall be used by the Company to prepay outstanding principal amounts owed under the Credit Agreement (as defined below). The Subordinated Loans will bear interest at a rate per annum of 13.0% per annum, payable semi-annually in-kind by increasing the principal amount of the Subordinated Loans. The Subordinated Loans will mature thirty-six months after the date of funding. The Subordinated Loans will be contractually subordinated in right of payment to the loans outstanding under the Company’s Credit Agreement (the “Senior Loans”). See Note 10 for more detail.
Current report
Tenth Amendment to Term Loan Credit Agreement
Current report
On August 10, 2025, the parties to the Credit Agreement executed Amendment No. 10 to the Credit Agreement (“Amendment No. 10”), which, among other things: (i) extended the maturity date of the Credit Agreement from August 31, 2026 to September 30, 2027; (ii) requires the Company to prepay $20.0 million of the Senior Loans using the proceeds of the Subordinated Loans and other funds; (iii) reduced the interest rate a by 0.50% per annum; (iv) added certain reporting covenants; (v) added milestones requiring the Company to commence a refinancing process prior to September 30, 2026 and complete the refinancing on or prior to November 30, 2026, and provided that failure to achieve such milestones will be an event of default under the Credit Agreement unless, prior to such milestone dates the Company (a) reduces the outstanding principal amount of the Loans to the lesser of (1) $150.0 million and (2) 3.25x Consolidated EBITDA or (b) both (1) forms a special committee of the Board to negotiate and recommend to the Board for approval any strategic alternatives, including any recapitalization, refinancing, any transaction resulting in a change of control or a sale of all or substantially all assets of the Company and its subsidiaries and (2) engages an investment banker or financial advisor acceptable to the Administrative Agent to evaluate and execute the strategic alternatives of the Company, and (vi) modified the financial maintenance covenants in the Credit Agreement. See Note 4 for more detail.
Current report
NM= not meaningful.
Current report
Total powersports revenue for the first half decreased $77.3 million compared to the first half last year primarily due to a lower volume of retail units sold, which also led to F&I and PSA declines, partially offset by increases in the revenue per vehicle for new and pre-owned retail vehicles sold and PSA.
Current report
Impairment of Franchise Rights
Current report
Management determined that an impairment triggering event had occurred resulting from the prolonged economic uncertainty and our sustained depressed stock price through the June 30, 2025. As a result of the interim quantitative impairment test we performed, we recorded a $34.0 million charge to impairment of franchise rights on the condensed consolidated statement of operations in the quarter to reduce franchise rights to fair value. There was no such impairment charge during the comparable period last year.
Current report
The fair value of franchise rights was determined using an excess earnings method. This analysis incorporates estimates and forward-looking projections, such as future revenue growth rates, corresponding gross margin, return on debt-free working capital contributory asset returns, and the discount rate. The use of different assumptions would likely lead to a different fair value, and changes to these assumptions in the future, such as an increase to the discount rate, could result in future impairment charges.
Current report
See Notes 4 and 10 for new and modified debt agreements entered into in August 2025 that will impact future interest expense, including the timing of paying such interest.
Current report
As discussed in “Recent Developments” and Note 4, in August 2025 the Company entered into an agreement to amend and extend its term loan agreement. In addition, as discussed in “Recent Developments” and Note 10, the Company entered into Commitment Letters with related parties, pursuant to which the Commitment Parties have agreed to make a total of $10.0 million of subordinated loans to the Company that will be used, in addition to existing cash balances to prepay $20.0 million of the principal due under the term loan facility in accordance with Amendment No. 10. As a result of the prepayment and interest rate reduction pursuant to Amendment No. 10, the Company expects cash payments for interest expense to be $3.4 million lower per year on an annualized basis for the duration of the term loan facility.
Reworded paragraphs (10)
Previous wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the related notes and the MD&A included in our 2024 10-K, as well as our unaudited condensed consolidated financial statements and the accompanying notes included in Item 1 of this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements. See “Forward-Looking and Cautionary Statements” for a discussion of the uncertainties and risks associated with these statements. Terms not defined in this MD&A have the meanings ascribed to them in the condensed consolidated financial statements and related footnotes. Unless otherwise noted, comparisons are of results for the quarter ended March 31, 2025, or first quarter, to the quarter ended March 31, 2024.
Current wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the related notes and the MD&A included in our 2024 10-K, as well as our unaudited condensed consolidated financial statements and the accompanying notes included in Item 1 of this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements. See “Forward-Looking and Cautionary Statements” for a discussion of the uncertainties and risks associated with these statements. Terms not defined in this MD&A have the meanings ascribed to them in the condensed consolidated financial statements and related footnotes. Unless otherwise noted, comparisons are of results for the quarter ended June 30, 2025, or second quarter, to the quarter ended June 30, 2024 and the six months ended June 30, 2025, or first half, to the six months ended June 30, 2024.
Previous wording
RumbleOn, Inc. operates primarily through two operating segments: our powersports dealership group and Wholesale Express, LLC (“Express”), a vehicle transportation services provider. We were incorporated in 2013. We have grown primarily through acquisitions.
Current wording
RumbleOn, Inc. operates primarily through two operating segments: a powersports dealership group and Wholesale Express, LLC (“Express”), a vehicle transportation services provider. We were incorporated in 2013. We have grown primarily through acquisitions.
Previous wording
Total powersports revenue for the quarter decreased $54.3 million compared to the same period in 2024 primarily due to lower volume of units sold. The impact on revenue from the volume was partially offset by a $234 increase in average revenue per new retail vehicle sold and a $384 increase in average revenue per pre-owned retail vehicle sold. The lower volume in retail sales of new and pre-owned vehicles contributed to a decline in F&I and PSA revenue for the quarter.
Current wording
Total powersports revenue for the quarter decreased $23.0 million compared to the same period in 2024 primarily due to lower volume of new retail units sold. The impact on revenue from the lower volume of new retail units was partially offset by an increase in the volume of pre-owned retail vehicles in addition to increases in average revenue per new and pre-owned retail vehicle sold. The lower volume in retail sales of new vehicles contributed to a decline in F&I and PSA revenue for the quarter.
Previous wording
Total powersports gross profit decreased $13.0 million for the quarter. Lower sales volumes drove the decline in gross profit. The impact on gross profit from the lower volume was partially offset by improved gross profit per vehicle.
Current wording
Total powersports gross profit decreased $3.1 million for the quarter and $16.1 million for the first half primarily due to lower total retail sales volumes. For the quarter, the impact from the increase in sales of pre-owned vehicles, as well as higher gross profit per new and pre-owned vehicles sold partially offset the impact from the lower sales of new retail powersports vehicles. For the first half, the impact on gross profit from the overall lower volume was partially offset by higher per-vehicle gross profit for new retail vehicles and PSA.
Previous wording
Our vehicle transportation services segment results were impacted by the departure of several employees, including almost all brokers, early in 2025. While we have hired and continue to hire additional employees, including brokers, we expect this segment’s volume in 2025 to be substantially lower than its 2024 volume. Total vehicle transportation services revenue and gross profit decreased for the first quarter of 2024 compared to the prior year comparable periods due to lower volume of vehicles transported.
Current wording
Our vehicle transportation services segment results were impacted by the departure of several employees, including almost all brokers, early in 2025. While we have hired and continue to hire additional employees, including brokers, we expect this segment’s volume in 2025 to be substantially lower than its 2024 volume. Total vehicle transportation services revenue and gross profit decreased for the second quarter and first half of 2025 compared to the prior year comparable periods due to lower volume of vehicles transported.
Previous wording
Selling, general and administrative expenses (“SG&A”) were lower compared to the prior year primarily due to our cost savings initiatives. Compensation and related costs comprised the majority of the savings. SG&A in the 2025 period included certain charges and credits that we view as being outside of our normal, ongoing operations. These included a charge of $2.2 million for legal costs for the matters discussed in Note 11, executive termination costs of $1.1 million and a $0.7 million reversal of stock-based compensation expense for the forfeiture of our former CEO’s equity awards. The first quarter of 2024 included $0.9 million of charges for legal costs for the matters discussed in Note 11 and the cost to terminate a contract.
Current wording
In all periods presented, SG&A included certain charges and credits that we view as being outside of our normal, ongoing operations. For the quarter, SG&A included $1.6 million compared to $0.4 million in the prior year quarter of such charges, primarily representing legal costs for the matters discussed in Note 11. SG&A for the first half of 2025 included $1.1 million of management transition costs and $3.8 million of legal costs, including costs for the matters discussed in Note 11. SG&A for the first half of 2024 included a total of $1.3 million of charges for legal costs for the matters discussed in Note 11 and the cost to terminate a contract. Stock compensation expense for the quarter and first half of 2025 was lower than the prior year comparable periods partly due to the Company’s annual equity grant being made in June in 2025, while it was made in March in 2024. In addition, stock compensation expense for the first half of 2025 included the $0.7 million reversal of expense due to the forfeiture of our former Chief Executive Officer’s equity awards.
Previous wording
We have floor plan agreements with both manufacturer-affiliated finance companies and with related and non-related third parties for most new and certain pre-owned vehicles. The interest rates on these floor plan notes payable commitments vary by lender and are variable rates. See Notes 2 and 9 for more information.
Current wording
Floor plan interest expense was lower in the quarter and first half of 2025 primarily because average inventory levels were lower compared to the prior year comparable periods. We have floor plan agreements with both manufacturer-affiliated finance companies and with related and non-related third parties for most new and certain pre-owned vehicles. The interest rates on these floor plan notes payable commitments vary by lender and are variable rates. See Notes 2 and 10 for more information.
Previous wording
Other interest expense consists primarily of interest on the term loan facility, finance lease obligation, and the 6.75% convertible senior notes. See Note 3 for interest expense by debt instrument. Other interest expense decreased for the quarter due primarily to the 6.75% convertible senior notes being paid off at the beginning of 2025, as well as lower average borrowings and a lower interest rate on the term loan. Other interest expense included amortization of debt discount and issuance costs of $2.5 million in 2025 and $2.2 million in 2024.
Current wording
Other interest expense consists primarily of interest on the term loan facility, finance lease obligation, and the 6.75% convertible senior notes. See Note 4 for interest expense by debt instrument. Other interest expense decreased for the quarter and six months due primarily to the 6.75% convertible senior notes being paid off at the beginning of 2025, as well as lower average borrowings and a lower interest rate on the term loan in 2025 compared to 2024. Amortization of debt discount and issuance costs of $2.4 million and $4.9 million for the three and six months ended June 30, 2025, respectively, and $2.2 million and $4.4 million for the three and six months ended June 30, 2024, respectively, were included in other interest expense.
Previous wording
Our primary sources of operating cash flows result from the sales of powersports vehicles and ancillary products. Our primary use of cash from operating activities are purchases of inventory, parts and merchandise; marketing costs; interest payments on trade floor plans, long-term debt, and finance lease obligations; rental costs for facilities; and personnel-related expenses. Operating cash flows for the three months ended March 31, 2025 were $23.9 million lower than for the comparable period in the prior year. In the first quarter of 2025, we built up our inventory balances in preparation for seasonal demand. In addition, cash flows in the prior year benefited from the settlement of a $15.4 million receivable from the 2023 sale of a loan portfolio that was not repeated in the current year.
Current wording
Our primary sources of operating cash flows result from the sales of powersports vehicles and ancillary products. Our primary use of cash from operating activities are purchases of inventory, parts and merchandise; marketing costs; interest payments on trade floor plans, long-term debt, and finance lease obligations; rental costs for facilities; and personnel-related expenses. Operating cash flows for the six months ended June 30, 2025 were $25.2 million lower than for the comparable period in the prior year, which benefited from the settlement of a $15.4 million loan portfolio transaction.
Previous wording
Cash flows from financing activities primarily relate to our short and long-term debt activity. In January 2025, we repaid our 6.75% convertible senior notes at their maturity date.
Current wording
Cash flows from financing activities primarily relate to our short and long-term debt activity. In January 2025, we repaid our 6.75% convertible senior notes at their maturity date. See Notes 4 and 10 for new and modified debt agreements entered into in August 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Selling, general and administrative expenses (“SG&A”) were lower for the quarter and first half of 2025 compared to the prior year primarily due to our cost savings initiatives, partially offset by higher professional fees and facilities costs. Compensation and related costs comprised the majority of the savings.