• Used retail powersports unit sales increased 31% sequentially
• Record revenue of $460 million and gross profit of $105 million
• Robust cash generation with cash flow from operations over $31 million

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 months ended March 31, 2022. RumbleOn management is hosting an investor call to discuss the Company’s results today, May 10, 2022, at 7:30 am CT (8:30 am ET).

Management Commentary

Marshall Chesrown, RumbleOn's Chief Executive Officer commented, “We are reimagining the customer experience, building the future of powersports, both online and in the showroom, and we’ve made great strides on our mission. We strengthened our omnichannel consumer offering, expanded our national footprint, and deepened our leadership position in powersports.”

“We entered 2022 with great momentum and a new regional management structure to support our vision -- and our first quarter results demonstrate our strong execution. Not only are we capturing market share, we are doing so with gross margin expansion and robust cash generation," continued Chesrown.

“We remain singularly focused on our North Star, providing customers an unparalleled choice of products and services, as well as an unmatched buying experience. We are confident that we are positioning RumbleOn for sustainable long-term growth and profitability,” concluded Chesrown.

First Quarter 2022 — Summary Financial Results

Reconciliation of GAAP to non-GAAP financial measures are provided in accompanying financial schedules.

Unless otherwise noted, all comparisons are on a sequential basis for the three months ended March 31, 2022, as compared to the three-months ended December 31, 2021.

Total unit sales grew 13.8% to 19,380 units. Powersports segment made up approximately 86.5% of total unit sales in the first quarter and the automotive segment made up the remaining approximately 13.5%.

Total revenue grew 6.9% to $459.9 million, driven primarily by strength across the powersports segment, which was partially offset by a decline in revenue from the automotive segment. The powersports segment revenue made up approximately 73.2% of total revenue in the first quarter, the automotive segment made up approximately 24.1%, and the vehicle logistics segment made up approximately 2.7%.

Gross profit grew 16.8% to $105.2 million and gross profit margin was 22.9%, up from 20.9% in the prior quarter. Increases were driven by strength across the powersports segment and partially offset by the automotive and vehicle logistics segments, which made up approximately 3.4% and 2.4% of gross profit in the first quarter, respectively.

Operating expenses were $82.6 million, or 17.9% of revenue, compared to $74.2 million or 17.2% of revenue in the prior quarter. Total stock-based compensation was $1.9 million down from $2.1 million.

Net income was $9.1 million or 2.0% of revenue, as compared to $20.7 million or 4.8% of revenue in the prior quarter. As a reminder, net income included a one-time tax benefit of approximately $11 million in the fourth quarter of 2021.

Adjusted EBITDA was $31.4 million, up 29.2% from $24.3 million in the prior quarter.

Cash and cash equivalents as of March 31, 2022, including restricted cash, was approximately $68.9 million. Total debt was $380.0 million and net debt, defined as total debt less cash and cash equivalents, including restricted cash, was $311.1 million. Availability under our floor plan credit facilities, defined as the aggregate amount of floor plan credit facilities less the aggregate amount of borrowings against the floor plan credit facilities, totaled $132.3 million. Total available liquidity, defined as cash and cash equivalents, including restricted cash, plus availability under our floor plan credit facilities, totaled $201.2 million.

Cash flow from operating activities was $31.3 million, compared to $(2.4) million in the prior quarter.

Weighted average basic shares of Class B common stock outstanding were 15,693,900 and weighted average fully diluted shares of Class B common stock outstanding were 15,718,441. As of March 31, 2022, RumbleOn had 16,381,443 total shares of Class B common stock outstanding.

Full Year 2022 — Financial Outlook

Narinder Sahai, RumbleOn’s Chief Financial Officer commented, “We are seeing continued strength with a robust demand for Powersports units. We are very excited by the opportunities ahead and believe we have the strategy in place to continue to deliver revenue growth and profitability, with strong unit economics and robust cash generation."

RumbleOn anticipates that used unit purchasing levels and sales will continue to grow as it acquires more powersports units directly from consumers and directs this inventory to its retail locations. As such, the Company continues to expect in excess of 50% year-over-year growth in Used Retail Powersports Unit Sales on a full year basis. In regards to New Retail Powersports Unit Sales, RumbleOn now expects full year 2022 levels will be flat to slightly down on a comparable basis with the prior year, due to ongoing manufacturer supply chain constraints.

RumbleOn is reiterating its outlook for the full year 2022:

• Total revenue within the range of $1.9 to $2.0 billion.
• Adjusted EBITDA of at least $145 million which includes up to $20 million of incremental operating and capital investments in key strategic areas .

First Quarter 2022 — Segment Results

Unless otherwise noted, all comparisons are on a sequential basis for the three months ended March 31, 2022, as compared to the three-months ended December 31, 2021.

Powersports Segment

Reconciliation of GAAP to non-GAAP financial measures are provided in accompanying financial schedules.

Used Powersports Units, which includes used retail and wholesale powersports units, grew 30.9% sequentially. RumbleOn continued to benefit from strength in acquiring used powersports units from consumers, significant expansion of its retail locations, and a strong demand environment. As such, RumbleOn placed more used powersports inventory in its retail locations, which drove an increase in used retail unit sales, offset by a decline in wholesale unit sales.

• Used Retail Powersports Units grew approximately 43.1%. Revenue from Used Retail Powersports Units increased 30.9% and gross profit from Used Retail Powersports Units increased 79.8% sequentially.
• Used Wholesale Powersports units, revenue, and gross profit were down 14.5%, 36.8%, and 52.9%, respectively, driven by the Company's decision to sell more units through its higher margin retail channel.

New Powersports Unit Sales growth was driven by a strong demand environment and breadth of inventory available. Excluding the contribution from its acquisition of Freedom Powersports, which closed on Friday, February 18, 2022, New Retail Powersports Unit Sales would have been up 5%. RumbleOn expects New Retail Powersports Unit Sales to moderate due to ongoing manufacturer supply chain constraints.

Powersports GPU was $4,681, as compared to $4,577 in the prior quarter. Powersports GPU is the gross profit attributable to Powersports vehicles sold, inclusive of Finance & Insurance, net, divided by Retail Powersports Units sold. Note that Powersports GPU excludes gross profit from Parts, Services, and Accessories.

Automotive Segment

Revenue from the automotive segment declined 23.2% sequentially, primarily driven by a 26.3% decline in automotive unit sales, which was offset slightly by a 4.2% increase in revenue per automotive unit sold in the quarter. Automotive gross profit was down due to a decrease in gross profit per vehicle, which was largely driven by a challenging quarter-over-quarter comparison due to outsized strength in the fourth quarter.

Vehicle Logistics Segment

Vehicle logistics revenue was up 7.1% sequentially, driven by increased revenue per vehicle transported which reached $624.0 in the first quarter. Gross profit for this segment was up year-over-year, but down sequentially, driven primarily by higher gasoline prices and operational costs in the quarter.

Conference Call Details

RumbleOn's management will host a conference call to discuss its operational and financial results, and provide a detailed outlook on May 10, 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 13728934.

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 Powersports 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.

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 March 31, 2022 and December 31, 2021 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.

With respect to our 2022 financial target for adjusted EBITDA, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the complexity of the reconciling items that we exclude from this non-GAAP measure.

For the three months ended March 31, 2022, December 31, 2021, and March 31, 2021, adjustments to Adjusted EBITDA are primarily comprised of:

• Non-cash stock-based compensation expense as reported in the Condensed Consolidated Statement of Operations,
• Acquisition costs associated with the RideNow Transaction and Freedom Transaction, which primarily include professional fees and third-party costs,
• Paycheck Protection Program (“PPP”) loan forgiveness, which includes loan principal balances forgiven by the Small Business Administration (“SBA”),
• Purchase accounting adjustments, primarily comprised of the valuation adjustments for inventory acquired as part of the RideNow Transaction which increased the cost of revenue included in the Consolidated Statement of Operations, and
• Other non-recurring costs, which include one-time and integration-related expenses incurred during the periods then ended.

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