RideNow Group, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
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.
Sep 30, 2026 · Filed Nov 10, 2026
RDNW$5.57-0.4%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001628280-26-055737
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001628280-26-072747
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 72 previous paragraphs and 75 current paragraphs.
48 unchanged; 19 reworded; 8 added; 4 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 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 (8)
Current report
•Regulatory oversight and FTC enforcement: Regulatory bodies, including the Federal Trade Commission (“FTC”), have intensified enforcement scrutiny and issued industry guidance over vehicle retail practices, focusing on transparent “out-the-door” advertised pricing, mandatory dealer fees, and finance and insurance add-on disclosures. In proactive alignment with these regulatory enforcement priorities and industry guidance, we introduced Clear Price, our transparent, all-in customer pricing model across our dealership group during the third quarter of 2026.
Current report
As an early mover in implementing transparent all-in pricing, we experienced a short-term impact on our operating results due to competitive price disparities relative to dealerships that continue to exclude mandatory fees from initial advertised prices, which we expect to normalize as transparent pricing practices become more widespread across the powersports retail industry. See Part II, Item 1A, "Risk Factors—Our implementation of transparent 'all-in' retail pricing models, such as Clear Price, may place us at a temporary competitive disadvantage and adversely affect our sales volumes, revenue, and operating results."
Current report
Total revenue for the quarter decreased $36.7 million, or 13.1% compared to the same period in 2025. The decrease was driven by a$20.6 million, or 7.9%, decline in same store powersports revenue due to lower retail unit sales volume resulting from broader macroeconomic pullbacks in consumer discretionary spending and short-term impacts from the initial market implementation of our Clear Price initiative, proactively launched to align with recent FTC vehicle pricing guidance and enforcement priorities, combined with the impact of operating six fewer stores than in the prior year period and a $1.0 million reduction from the wind down of our vehicle transportation services business.
Current report
Total revenue for the nine months ended September 30, 2026 decreased $24.1 million compared to the nine months ended September 30, 2025. Driven by a decrease in vehicle unit sales resulting from operating six fewer stores than the prior year period, and a decrease of $7.8 million driven by the wind down of our vehicle transportation services business.
Current report
Total gross profit decreased $10.5 million for the quarter and $5.2 million for the nine months ended September 30, 2026, respectively, driven primarily by the powersports business unit and commensurate with the decline in revenue for each period prese nted. Additional detail on our gross profit is depicted in the tables that follow.
Current report
No triggering events were identified during the quarter ended September 30, 2026 that would require an interim impairment assessment of our intangible assets; however, if operating results are impacted longer than expected by the Clear Price initiative, elevated gas prices and higher interest rates, our ability to generate projected cash flows may be impaired, which may lead to the recognition of impairment charges for the year ended December 31, 2026.
Current report
On September 25, 2026, we entered into a term loan credit agreement (the “Credit Agreement”) with affiliates of Centerbridge Partners, L.P., as lenders, and Alter Domus (US) LLC, as administrative agent and collateral agent, providing for $220.0 million of senior secured term loan maturing September 25, 2031 (the “2026 Term Loan”). We used the proceeds to repay in full the $208.5 million of outstanding principal, together with accrued interest and fees, under our term loan credit agreement with Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the “Existing Credit Agreement” and the loans thereunder, the “Existing Term Loan”), which was extinguished.
Current report
Additionally, we are currently in discussions with Wells Fargo regarding a senior secured ABL Facility in an amount up to $50 million. The ABL Facility is expected to be available to certain wholly-owned operating subsidiaries of the Company as borrowers, guaranteed by the Company and certain of its subsidiaries, and secured by a first-priority security interest in certain working capital assets and a second-priority security interest in certain floor plan collateral, subject to pari lien arrangements with the existing term lenders. The terms of the ABL Facility remain subject to the satisfactory completion of Wells Fargo's due diligence, final credit approval for the facility and the lender commitments, the negotiation and execution of definitive loan documentation, and the satisfaction of customary closing conditions. There can be no assurance the Company will enter into the ABL Facility on these terms or at all.
Removed paragraphs (4)
Previous report
Total revenue for the quarter decreased $3.1 million compared to the same period in 2025. The primary driver was the result of operating four fewer stores than the prior year period. Further contributing to the decrease is a $1.3 million reduction in our vehicle transportation services business, which, as discussed, was wound down at the end of 2025. Additional information on our revenue is depicted in the tables below.
Previous report
Total revenue for the first half increased $12.6 million compared to the first half of last year. Driven by an increase in vehicle unit sales, partially offsetting the increase is a $6.8 million reduction in our vehicle transportation business coupled with operating five fewer stores than the prior year-to-date period.
Previous report
Total gross profit increased $0.9 million for the quarter and $5.3 million for the first half driven by an improvement in Powersports gross profit of $1.1 million for the quarter and $6.6 million for the first half of the year, partially offset by the termination of Vehicle Transportation Services of $1.3 million. Additional detail on our gross profit is depicted in the tables that follow.
Previous report
Our Credit Agreement includes milestones requiring the commencement of a refinancing process prior to September 30, 2026 and completion on or prior to November 30, 2026. If we do not satisfy these milestones, an event of default may occur unless we satisfy specified alternative requirements, including reducing the outstanding principal amount of the Senior Loans to the required level or forming a special committee and engaging an acceptable investment banker or financial advisor to evaluate and execute strategic alternatives. While we have made substantial progress on our refinancing efforts, there can be no assurance that we will complete a refinancing or satisfy the applicable alternative requirements within the required time periods. Failure to do so could have a material adverse effect on our liquidity, capital resources and ability to continue to operate our business in the ordinary course. We were in compliance with all covenants under our Credit Agreement as of June 30, 2026.
Reworded paragraphs (19)
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 2025 10-K, as well as our Unaudited Condensed Consolidated Financial Statements and the accompanying condensed 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 consolidated financial statements and related footnotes. Unless otherwise noted, comparisons are of results for the quarter ended June 30, 2026, or second quarter, to the quarter ended June 30, 2025.
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 2025 10-K, as well as our Unaudited Condensed Consolidated Financial Statements and the accompanying condensed 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 consolidated financial statements and related footnotes. Unless otherwise noted, comparisons are of results for the quarter ended September 30, 2026, or third quarter, to the quarter ended September 30, 2025.
Previous wording
We believe our powersports business is the largest powersports retail group in the United States offering a wide selection of new and pre-owned motorcycles, all-terrain vehicles (“ATV”), utility terrain or side-by-side vehicles (“SXS”), personal watercraft (“PWC”), and other powersports products.
Current wording
We believe our powersports business is the largest powersports retail group in the United States offering a wide selection of new and pre-owned motorcycles, all-terrain vehicles (“ATV”), utility terrain or side-by-side vehicles, personal watercraft, and other powersports products.
Previous wording
We also offer parts, apparel, accessories, finance & insurance products and services, and aftermarket products from a wide range of manufacturers. Further, we offer a full suite of powersports repair and maintenance services. As of June 30, 2026, we operated 47 retail dealerships located predominantly in the Sunbelt region. Additionally, we source high quality pre-owned inventory directly from consumers via our proprietary RideNow Cash Offer tool.
Current wording
We also offer parts, apparel, accessories, finance & insurance products and services, and aftermarket products from a wide range of manufacturers. Further, we offer a full suite of powersports repair and maintenance services. As of September 30, 2026, we operated 46 retail dealerships located predominantly in the Sunbelt region. Additionally, we source high quality pre-owned inventory directly from consumers via our proprietary RideNow Cash Offer tool.
Previous wording
Our results of operations and financial condition are significantly influenced by general macroeconomic conditions that affect consumer confidence and discretionary spending. During the second quarter of 2026, we continued to navigate a complex macroeconomic environment characterized by persistent inflationary pressures, fluctuating interest rates, and critical legal developments reshaping trade policy.
Current wording
Our results of operations and financial condition are significantly influenced by general macroeconomic conditions that affect consumer confidence and discretionary spending. During thethird quarter of 2026, we continued to navigate a complex macroeconomic environment characterized by persistent inflationary pressures, fluctuating interest rates, and critical legal developments reshaping trade policy. Additionally, our operations have been impacted by prolonged elevated gas prices, which have dampened customer sentiment and constrained discretionary spending.
Previous wording
During the quarter, the U.S. Supreme Court issued a decision concerning federal tariff authority and enforcement regimes. While this ruling establishes a definitive framework for current and upcoming tariff structures, we do not expect these legal developments or the resulting tariff structures to elevate our cost of sales or necessitate increases to our vehicle manufacturers suggested retail price “MSRPs”. Through our strategic supply chain alignment and agreements with our Original Equipment Manufacturer (OEM) partners, we believe our operations are insulated from these tariff impacts. We do not currently expect the recently announced tariff structures to have a material impact on our cost of sales or vehicle pricing. However, the ultimate impact of tariff-related developments remains uncertain and will depend on, among other things, OEM pricing decisions, supply chain responses, consumer demand and broader macroeconomic conditions. While we continue to monitor the broader industry-wide effects of this ruling, including potential relief from recently introduced tariff refund systems, we do not currently anticipate tariff-related margin compression or pricing adjustments, though wider macroeconomic trade barriers could still influence overall consumer demand due to price elasticity.
Current wording
During the year, the U.S. Supreme Court issued a decision concerning federal tariff authority and enforcement regimes. While this ruling established a definitive framework for current and upcoming tariff structures, an ultimate resolution regarding long-term implementation and trade dynamics remains uncertain. Nevertheless, we do not expect these legal developments or the resulting tariff structures to elevate our cost of sales or necessitate increases to our vehicle manufacturers suggested retail price. Through our strategic supply chain alignment and agreements with our Original Equipment Manufacturer (“OEM”) partners, we believe our operations are structured to manage these tariff impacts. We do not currently expect the recently announced tariff structures to have a material impact on our cost of sales or vehicle pricing. However, the ultimate impact of tariff-related developments remains uncertain and will depend on, among other things, OEM pricing decisions, supply chain responses, consumer demand and broader macroeconomic conditions. While we continue to monitor the broader industry-wide effects of this ruling, including potential relief from recently introduced tariff refund systems, we do not currently anticipate tariff-related margin compression or pricing adjustments, though wider macroeconomic trade barriers could still influence overall consumer demand due to price elasticity.
Previous wording
Additionally, our business is sensitive to the interest rate environment. Elevated interest rates affect us in in the following ways:
Current wording
Additionally, our business is sensitive to the interest rate environment. Recently, the Federal Reserve raised its benchmark federal funds rate by 25 basis points and could raise rates further in the near future. Elevated interest rates affect us in the following ways:
Previous wording
General macroeconomic uncertainty, including concerns regarding labor market stability and persistent cost-of-living increases, has led to more cautious spending patterns among our core demographic. While we have seen resilience in certain premium segments, the broader consumer base is increasingly focused on affordability. If economic conditions deteriorate or if "stagflationary" pressures, where inflation persists alongside cooling economic growth intensify, we may experience declines in same-store revenue and unit sales.
Current wording
General macroeconomic uncertainty, including concerns regarding labor market stability and persistent cost-of-living increases, has led to more cautious spending patterns among our core demographic. If economic conditions further deteriorate or if "stagflationary" pressures, where inflation persists alongside cooling economic growth, intensify, we may experience declines in same-store revenue and unit sales.
Previous wording
We regularly review a number of key operating metrics such as revenue, sales volume and gross profit in order to manage the business and evaluate financial and operating performance. Key factors impacting our operating results include increasing brand awareness; maximizing the opportunity to source vehicles from consumers, dealers, and auctions; and enhancing the selection and timing of vehicles we make available for sale to our customers. We review these metrics in total. As previously disclosed, we sold or closed five underperforming stores during 2025. As a result, management has also begun reviewing metrics on a same store basis. Same store measures reflect results for stores that were operating during the three and six months ended June 30, 2026 and 2025, and exclude fleet sales. We believe same store metrics assist in providing insight on operating trends within our core business.
Current wording
We regularly review a number of key operating metrics such as revenue, sales volume and gross profit in order to manage the business and evaluate financial and operating performance. Key factors impacting our operating results include increasing brand awareness; maximizing the opportunity to source vehicles from consumers, dealers, and auctions; and enhancing the selection and timing of vehicles we make available for sale to our customers. We review these metrics in total. As previously disclosed, we sold or closed five underperforming stores during 2025. As a result, management has also begun reviewing metrics on a same store basis. Same store measures reflect results for stores that were operating during the three and nine months ended September 30, 2026 and 2025, and exclude fleet sales. We believe same store metrics assist in providing insight on operating trends within our core business.
Previous wording
Same store revenue and same store gross profit are calculated on the same basis but excludes fleet sales and the effects in all periods presented of the five stores that were closed or sold in 2025. These metrics follow:
Current wording
Same store revenue and same store gross profit are calculated on the same basis but exclude fleet sales, certain shared store support and corporate overhead expenses and the effects in all periods presented of the five stores that were closed or sold in 2025. These metrics follow:
Previous wording
Selling, general and administrative expenses for the quarter decreased $1.7 million, as compared to the same period in 2025. The primary driver of the decrease were lower professional fees, general and administrative expenses, compensation and related costs and facilities. Partially offsetting this reduction was an increase in advertising, marketing and selling expenses.
Current wording
Selling, general and administrative expenses (“SG&A”) for the quarter decreased $4.8 million, as compared to the same period in 2025. The primary driver of the decrease was lower compensation and related costs and facilities costs due to operating six fewer stores than the prior year period.
Previous wording
Selling, general and administrative expenses for the first half decreased $0.7 million, as compared to the same period in 2025. The primary driver of the decrease were lower facilities, general and administrative and professional fees. Partially offsetting these decreases were increases in compensation and related costs and stock based compensation expense.
Current wording
Selling, general and administrative expenses for the nine months ended September 30, 2026 decreased $5.5 million, as compared to the same period in 2025. The primary driver of the decrease were lower facilities, general and administrative and professional fees. Partially offsetting these decreases was an increase in stock based compensation expense.
Previous wording
Depreciation and amortization decreased $0.5 million primarily due to certain intangible assets becoming fully amortized during the six months ended June 30, 2025.
Current wording
Depreciation and amortization decreased $1.0 million primarily due to certain intangible assets becoming fully amortized during the nine months ended September 30, 2025.
Previous wording
We did not recognize an impairment charge for the three or six months ended June 30, 2026, compared to a non-cash impairment charge of $34.0 million related to franchise rights in the three and six months ended June 30, 2025. The absence of a comparable impairment charge in 2026 was a significant driver of the improvement in operating results, including the operating income of $17.9 million for the three months ended June 30, 2026 from an operating loss of $18.8 million for the prior-year period, and operating income of $25.5 million for the six months ended June 30, 2026 from an operating loss of $15.0 million for the prior-year period.
Current wording
We did not recognize an impairment charge for the three or nine months ended September 30, 2026, compared to a non-cash impairment charge of $34.0 million related to franchise rights in the nine months ended September 30, 2025.
Previous wording
Other interest expense consists primarily of interest on the term loan facility, finance lease obligation, and beginning in the third quarter of 2025, the Subordinated Loans, as defined in Note 12. Other interest expense decreased for the quarter due primarily to lower average borrowings and a lower interest rate on the term loan in 2026 compared to 2025. Other interest expense decreased during the six months primarily due to lower average borrowing in 2026 compared to 2025. Amortization of debt discount and issuance costs of $1.6 million and $3.2 million for the three and six months ended June 30, 2026, respectively, and $2.4 million and $4.9 million for the three and six months ended June 30, 2025, respectively, were included in term loan interest expense depicted above.
Current wording
Other interest expense consists primarily of interest on the term loan facility, finance lease obligation, and beginning in the third quarter of 2025, the Subordinated Loans, as defined in “Note 13”. Other interest expense decreased for the quarter due primarily to lower average borrowings and a lower interest rate on the term loan in 2026 compared to 2025. Other interest expense decreased during the nine months ended September 30, 2026 primarily due to lower average borrowing in 2026 compared to 2025. Amortization of debt discount and issuance costs of $1.4 million and $4.6 million for the three and nine months ended September 30, 2026, respectively, and $2.2 million and $7.1 million for the three and nine months ended September 30, 2025, respectively, were included in term loan interest expense depicted above.
Previous wording
Our primary sources of liquidity are cash and amounts available under our floor plan lines of credit.
Current wording
Our primary sources of liquidity are cash and amounts available under our floor plan lines of credit. We had the following liquidity resources available as of September 30, 2026 and December 31, 2025:
Previous wording
On April 15, 2026, certain of our subsidiaries received a conditional credit increase letter (the "Credit Increase Letter") from Polaris Acceptance ("Polaris"), and on May 15, 2026, we entered into an Amended and Restated Inventory Financing Agreement (the "Polaris Floorplan Credit Facility") with Polaris and the dealer subsidiaries of the Company party thereto (collectively, the "Dealers"). Pursuant to the Credit Increase Letter, the credit commitment available to us under the Polaris Floorplan Credit Facility was increased from approximately $74.7 million to approximately $108.0 million, subject to, among other things, the joinder of two additional dealer entities to the Polaris Floorplan Credit Facility, execution of related guaranty and intercreditor joinder amendments, and delivery of certain insurance certificates, within a specified time period. The Polaris Floorplan Credit Facility is used by the Dealers to finance the purchase inventory from approved vendors and for other purposes. Borrowings under the Polaris Floorplan Credit Facility are secured by the inventory financed thereunder. The credit increase under the Polaris Floorplan Credit Facility was entered into as part of a broader series of floor plan financing transactions undertaken by us to increase the aggregate capacity available under our existing floor plan credit facilities.
Current wording
On April 15, 2026, certain of our subsidiaries received “The Credit Increase Letter" from Polaris, and on May 15, 2026, we entered into the Polaris Floorplan Credit Facility with Polaris and the Dealers. Pursuant to the Credit Increase Letter, the credit commitment available to us under the Polaris Floorplan Credit Facility was increased from approximately $74.7 million to approximately $108.0 million, subject to, among other things, the joinder of two additional dealer entities to the Polaris Floorplan Credit Facility, execution of related guaranty and intercreditor joinder amendments, and delivery of certain insurance certificates, within a specified time period. The Polaris Floorplan Credit Facility is used by the Dealers to finance the purchase of inventory from approved vendors and for other purposes. Borrowings under the Polaris Floorplan Credit Facility are secured by the inventory financed thereunder. The credit increase under the Polaris Floorplan Credit Facility was entered into as part of a broader series of floor plan financing transactions undertaken by us to increase the aggregate capacity available under our existing floor plan credit facilities.
Previous wording
Our primary sources of operating cash flows result from the sales of 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 flow for the six months ended June 30, 2026, decreased $31.7 million from the comparable period in the prior year. The change was primarily driven by higher inventory to support revenue growth. Inventory levels represent a primary driver of our operating cash flow. We remain focused on optimizing inventory turnover by actively monitoring the mix and volume of new and pre-owned powersports units to ensure alignment with current consumer demand.
Current wording
Our primary sources of operating cash flows result from the sales of 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 flow for the nine months ended September 30, 2026, decreased $57.2 million from the comparable period in the prior year. The change was primarily driven by higher inventory holdings resulting from seasonal purchasing timing and slower retail unit turn rates. Inventory levels represent a primary driver of our operating cash flow. We remain focused on optimizing inventory turnover by actively monitoring the mix and volume of new and pre-owned powersports units to ensure alignment with current consumer demand.
Previous wording
The primary use of cash associated with investing activities is related to purchases of property and equipment and investments in technology development required to support our operations.
Current wording
The primary use of cash associated with investing activities is related a tuck-in acquisition in our Florida market during the third quarter of 2026, purchases of property and equipment and investments in technology development required to support our operations.
Previous wording
Cash flows from financing activities primarily relate to our short and long-term borrowings. Cash flows from financing activities increased $88.3 million as a result of higher non-trade floorplan borrowings period over period in addition to a repayment of the Company’s convertible senior notes in the prior year’s comparable period. 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 borrowings. Cash flows from financing activities increased $108.8 million as a result of an increase in proceeds from debt issued net of repayments of debt and higher non-trade floorplan borrowings period over period. In September 2026, we refinanced our Existing Credit Agreement and in January 2025, we repaid our 6.75% convertible senior notes at their maturity date.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We had the following liquidity resources available as of June 30, 2026 and December 31, 2025: