UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 9,
2020
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
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001-38248
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46-3951329
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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901 W.
Walnut Hill Lane
Irving, Texas
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75038
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(469) 250-1185
(Registrant’s
Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last
Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2 (b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4 (c))
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Title of
class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class B
Common Stock, $0.001 par value
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RMBL
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The Nasdaq Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial
Condition.
On
January 9, 2020, RumbleOn, Inc. (the “Company”) issued
a press release announcing certain preliminary results for fourth
quarter 2019 and reiterated 2020 outlook and long-term
expectations. A copy of the press release is furnished as
Exhibit 99.1 to this report.
The
information furnished pursuant to this Item 2.02, including
Exhibit 99.1, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that section and shall not be deemed to be
incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such
filing.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
Press Release,
dated January 9, 2020.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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RUMBLEON,
INC.
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Date: January 9,
2020
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By:
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/s/ Steven R.
Berrard
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Steven R.
Berrard
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Chief Financial
Officer
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RumbleOn Announces Certain Preliminary Results for Fourth Quarter
2019 and Reiterates 2020 Outlook and Long-Term
Expectations
DALLAS,
Texas – RumbleOn (NASDAQ: RMBL), the e-commerce company using
innovative technology to simplify how dealers and consumers buy,
sell, trade or finance pre-owned vehicles, today announced certain
preliminary operating results for the three months ended December
31, 2019 and reiterated its 2020 outlook and long-term
expectations.
“The
team has been working diligently to improve all aspects of the
platform and set the company up to achieve strong results in 2020.
Gross margin was the highest level of the year in Q4 and unit sales
to consumers was the highest level in RumbleOn’s history. We
are pleased with the progress we are making towards our near- and
mid- term targets, as demonstrated in the significant improvements
in both our retail mix and gross margin in the fourth
quarter,” said RumbleOn CEO Marshall Chesrown.
“In
line with the plan we outlined on our last earnings call, we took a
disciplined approach to sales in the fourth quarter as we position
the company for the future. Additionally, as we had previously
anticipated and guided, the sequential decline in Q4 units was in
part due to the cyclical nature of the wholesale vehicle
market,” continued Chesrown. “We continue to expect an
acceleration in unit and revenue growth in the first half of 2020
and are focused on achieving year-over-year revenue growth in 2020,
as compared to 2019, and gross profit per unit
improvement.”
For the
three months ended December 31, 2019, RumbleOn expects the
following operating results:
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Total
revenue is expected to be in the range of $124.0 million to $127.0
million, bringing the expected full year 2019 revenue range to
$837.7 million to $840.7 million. Consistent with its previously
communicated plan, the Company held back units in Q4 in order to
build inventory for the historically strong first half of the year,
and in preparation for a planned acceleration in consumer retail
sales in 2020. Additionally, the Company had previously anticipated
Q4 revenue would decline sequentially given the cyclical nature of
the wholesale vehicle market. The Company continues to expect an
acceleration in unit and revenue growth in the first half of 2020,
with a focus on continued year-over-year revenue and gross profit
per unit improvement.
●
Total
unit sales is expected to be in the range of 6,200 to 6,250 units,
bringing the expected full year 2019 total unit sales to 43,125 to
43,175.
●
Total
unit sales to consumers is expected to be in the range of 12.5% to
13.0%, up from 7.5% in Q3.
●
Total
gross margin is expected to be in the range of 6.7% to 7.0%, up
from 5.5% in Q3.
●
As of
December 31, 2019, RumbleOn had approximately 3,325 units on
hand.
●
As of
December 31, 2019, cash and cash equivalents is expected to be
approximately $6.8 million.
RumbleOn
is also reiterating its prior 2020 outlook and long-term
expectations. The Company continues to expect to:
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Accelerate unit and
revenue growth in the first half of 2020 and year-over-year revenue
growth in 2020, as compared to 2019, and GPU
improvement.
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Achieve 25% of
total sales to consumers by the end of 2020.
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Achieve
an EBITDA positive quarter in 2020.
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Achieve EBITDA
profitability on a full year basis in 2021.
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Long term, the
Company continues to expect to achieve 50% of total sales to
consumers at scale.
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Long term, the
Company continues to expect to achieve 10% operating
margin.
“RumbleOn
is still in its infancy but we are setting aggressive goals,
outlining the steps necessary to accomplish our goals and
demonstrating our commitment to achieving those goals each quarter.
We continue to refine the business and we are confident we are
positioning the company to achieve our targets and deliver
significant shareholder value over the long-term. We look forward
to providing a full business update and complete financial results
on our fourth quarter earnings call,” concluded
Chesrown.
The
preliminary financial data included above has been prepared by, and
is the responsibility of, RumbleOn’s management.
RumbleOn’s independent auditors have not audited, reviewed,
or compiled such preliminary financial data. These preliminary
operating results are not a comprehensive statement of
RumbleOn’s financial results as of and for the three months
ended December 31, 2019 or the year ended December 31, 2019 and
should not be viewed as a substitute for full consolidated
financial statements prepared in accordance with accounting
principles generally accepted in the United States. Complete
Financial results will be provided in RumbleOn’s 10-K which
will be filed with the SEC on or before March 30,
2020.
About RumbleOn
RumbleOn
(NASDAQ: RMBL) is an e-commerce company that uses innovative
technology to simplify how dealers and customers buy, sell, trade,
or finance pre-owned vehicles through RumbleOn’s 100% online
marketplace. Leveraging its capital-light network of 17 regional
partnerships and innovative technological solutions, RumbleOn is
disrupting the old-school pre-owned vehicle supply chain by
providing users with the most efficient, timely and transparent
transaction experience. For more information, please visit
http://www.rumbleon.com.
Forward Looking Statements
This
press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. 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 under
the heading “Forward-Looking Statements” and
“Risk Factors” in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2018, as may be
supplemented or amended by the Company’s Quarterly Reports on
Form 10-Q and other filings with the SEC. We undertake no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law.
Investor
Relations:
The
Blueshirt Group
Whitney
Kukulka
investors@rumbleon.com
Media
Contact:
RumbleOn
Martin
McBride
martin@rumbleon.com