RDNW - NASDAQ

Greetings, and welcome to the RumbleON Inc. Fourth Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Tom

Thank you, Operator. Good morning, everyone. My name is Tom

Thanks, Tom. Good morning, everyone, and thank you for your interest in RumbleON and for joining us on our call this morning. On the last conference call, since I had only recently joined, my comments were purposely limited. I'd like to take this opportunity to introduce myself to all of you and give some perspectives on our industry, our company, and our recent performance. I'm going to then turn it over to Blake Lawson, our CFO, who will cover our Q4 and 2023 full-year financials, before turning it back to me so I can discuss our turnaround actions and introduce our Vision 2026 long-term targets for the business. I've been in the Powersports industry my entire career. I know RideNow from my years working with them during my time at Harley-Davidson, I have always admired what Bill Coulter and Mark Tkach built, and the success they achieved in this industry. Even with all of Bill and Mark's success over 30 years, we believe they just scratched the surface of what is possible. Since joining the company, I've had the opportunity to visit several of our dealerships, meeting small groups with several employee teams, and have discussions with all of our top OEMs. We also recently kicked off a very important process called composite meetings for our dealership GMs. And so, I had the chance to be in the room with all of our leaders here in Irving. People hear me say the phrase, the bones of this company are really good, and when I say that, I'm primarily referring to our dealership operations. We have some incredibly dedicated people with an impressive set of industry experiences that we are blessed to have on this team. As you know, RumbleON operates primarily through two distinct operating segments, the RideNow Powersports Dealership Group consisting of 54 Powersport dealerships and primarily in the Sunbelt of the United States, and then Wholesale Express, an asset-light automobile transportation services provider. While the majority of our business comes from our Powersports DEALERSHIP GROUP, it's important to note that Wholesale Express provides top-of-the-line brokerage services to more than 3,000 clients across the United States. Headquartered in Gilbert, Arizona, the company has continued to grow in the automotive pre-owned vehicle transportation services market, while establishing a vast network of more than 6,000 pre-qualified carriers. They transport pre-owned cars to dealers in all 50 States, and having recently spent time with the team, I can see how they've established a great reputation through their dedication to quality, simple and hassle-free transportation services. RideNow Powersports is the largest retail group in the United States as measured by reported revenue, major unit sales, and dealership locations. RideNow Powersports operates in a highly fragmented industry, with over 8,500 dealership locations in the United States, most of which are single locations owned by a single entity. RideNow was founded more than 30 years ago, and became a clear leader in this highly fragmented market. We operate in a growing industry and we have a diversified business model where more than 50% of our gross profits come from products other than the sale of major vehicles, such as parts and accessories and services. RideNow has a long track record of delivering through many business cycles and achieving attractive unit economics at the dealership level throughout its history. Now, before Blake walks through the financial results from Q4 and full-year 2023, let me say just a few things. This company went through extraordinary disruptions last year. Number one, they transitioned off a 2022 COVID-enhanced record profitability like the entire industry. Number two, they went through a complete transformation of the executive management and the board of directors. And on a very positive note, both Bill Coulter and Mark Tkach rejoined the board last year. And number three, they implemented critical capital and balance sheet initiatives that Blake will walk through momentarily, and made substantial progress in consolidating operations and merging systems from the prior year acquisitions. I'm optimistic about our future, and I'm going to pause on that note and let Blake take us through the financials. Blake?

Thank you, Mike, and good morning, everyone. In the fourth quarter and throughout 2023, we accomplished many critical capital and balance sheet initiatives. We favorably amended our credit agreement, successfully completed a $100 million rights offering, sold non-core assets, made significant progress to integrate our prior acquisitions, right-sized pre-owned inventory values, and reduced term debt by $109 million. In early 2024, we further reduced term debt by another $33 million, bringing the total reduction to $142 million with the sale of RumbleON Finance portfolio closing in early January. In addition to the balance sheet improvements, we successfully streamlined the organization by reducing headcount, restructuring our operations management, and reducing corporate overhead on a go-forward basis. Although we believe the retail environment will remain challenging in 2024, we anticipate that the significant changes implemented in 2023, particularly with regard to expense reduction, will drive positive operational free cash flow in 2024. Turning to a review of the fourth quarter, total revenue was $311.1 million, which is down 6.2% or $20.4 million from the prior year due to a decrease in pre-owned units sold, partially offset by an increase in new units. We sold 15,596 retail units, including 11,293 new units, and 4,303 pre-owned units, down 5.8% from the prior year, due entirely to a reduction of pre-owned units. Total fourth quarter gross profit was $71.2 million, down $21.2 million from the prior year, of which $12.6 million was related to a onetime non-cash year-end pre-owned inventory adjustment. Similar to what has been experienced recently in the automotive industry, Powersports wholesale book values dropped 10% to 20% depending upon unit type from April to December 2023. Instead of liquidating our inventory in the wholesale channel at significant losses, only to turn around and buy it back again for the spring selling season, we made the decision to take a one-time adjustment and hold onto this inventory for the 2024 selling season. Gross margin was 22.9% compared to 27.9% in the prior year. If you back out the pre-owned inventory adjustment, gross margin was 26.9% for the quarter. The year-over-year reduction in gross profit dollars was driven by margin compression in both new and pre-owned units and the year-end inventory adjustment. Additionally, it's worth remembering that the start of Q4 2022, October to be specific, still had the final effects of enhanced COVID margin benefit before new inventory came rushing back and gross margins normalized. Total Powersports gross profit per unit adjusted for the pre-owned write-down was $51.70, down $250 from the prior year. Total fourth quarter SG&A expenses were $75.7 million, down $14.4 million, or 15.9% year-over-year, related primarily to compensation, down $7.7 million, and professional fees and G&A, down $6.4 million in the aggregate. Turning to inventory. In the fourth quarter, we worked on correcting our pre-owned inventory heading into the 2024 spring selling season. We ended the year heavy in new inventory and light in pre-owned inventory. This was partly caused by the scarcity of new inventory during the pandemic as we took on additional brands and ordered everything we could get our hands on from our core franchise partners during that time. This scarcity mindset continued within our dealership network, as new inventory normalized and certain OEMs began over-shipping new products. In short, we are over-assorted with brands and new inventory based on the current demand. We are addressing the issue by eliminating some niche brands that no longer make sense financially, while focusing on aged products and centralizing inventory management to better pull from our existing network stock rather than order more. We expect to reduce our new inventory by $60 million by year-end, resulting in lower floor plan interest expense and increased free cash flow. We anticipate this aggressive reduction will put pressure on new margins in 2024, which should be offset by increased pre-owned margins and cost savings. Adjusted EBITDA was $3.1 million in the fourth quarter, down $16.6 million from the prior year period, driven by new and pre-owned unit margin compression. For the full year 2023, we achieved $1.37 billion in revenue compared to $1.46 billion in the prior year, and compared to guidance of $1.38 billion to $1.48 billion. We sold a total of 72,662 Powersports units in 2023. This was a decrease of 751 units or 1% from the prior year. Total units were comprised of 45,706 new units, 21,840 pre-owned retail units, and 5,116 pre-owned wholesale units. Total Powersports gross profit per unit GPU was $5,125 for the year, compared to $6,157 in the prior year, and compared to full-year guidance of $5,300 to $5,400. Part of the decrease was attributed to the pre-owned inventory adjustment of $12.6 million in Q4. Adding back the impact of this would bring 2023 GPU to $53.12. Total gross profit was $360 million compared to $442 million. Total SG&A for the year was $347.3 million, a decrease of $72 million from the prior year. Total adjusted EBITDA was $50.6 million, adjusting for the $12.6 million inventory impairment, which compares to $120 million in the prior year and guidance of $55 million to $65 million. Turning to the balance sheet and cash flow. At the end of the fourth quarter, we had $58.9 million of unrestricted cash. Further, we had roughly $20 million of unfloored equity in our pre-owned inventory, which is available to help fund the business. Our non-vehicle net debt at the end of the fourth quarter was $242.9 million. Net debt includes the principal balance of our term debt, convertible notes, and finance portfolio line of credit, not inclusive of reductions for debt discount and issuance cost, less unrestricted cash in the bank. As I mentioned previously, in early 2024, we paid down additional debt. We completed the sale of the RumbleON Finance Company, putting the company's non-vehicle net debt at $218.5 million at the end of February. Now, I'll turn it over to Mike to discuss our turnaround actions and introduce our Vision 2026 long-term targets for the business. Mike?

Thank you, Blake. RideNow exists to deliver the exhilaration, fun, and adventure that Powersport customers want. This is what inspires our teams and drives our performance. The Powersports customer is at the heart of all of our retail operations, informing thousands of decisions by our teams in our dealerships every day. I couldn't be more excited to be leading the company today, and have more conviction about our opportunity than when I walked in just a few months ago. Today, we're introducing our three-year operating plan called Vision 2026. The Vision 2026 plan was developed by the team and myself over the last few months, and guided by our first principle of creating and maximizing long-term per-share value. In this plan, we expect the following to be achieved by calendar year 2026, annual revenue in in excess of $1.7 billion, annual adjusted EBITDA of greater than $150 million, annual adjusted free cash flow of $90 million or more. We expect to achieve Vision 2026 and maintain a healthy balance sheet within our target lever ratio of 1.5x to 2.5x net debt to EBITDA. To achieve Vision 2026 goals, we have the team focused on three strategic pillars. These are, leverage our national scale to run the best-performing dealerships in America, supported by an aligned and efficient corporate office, grow our differentiated RideNow Cash Offer tool to drive our pre-owned business, and lastly, effectively allocate the capital we create through operations to maximize our long-term per-share value, including strategic accretive acquisitions. Let's start with number one, leveraging our national scale to run the best performing dealerships in America, supported by an aligned and efficient corporate office. When I say the best performing dealerships, we measure that by using net profit and customer satisfaction as our top two goalposts. We put the following strategies in place to accomplish this. Number one, simplifying our operations. We recently reorganized our teams at headquarters and the regional support teams that sit on top of our dealerships. Our goal in this reorganization was to decentralize the organization and empower our general managers to run great stores. While some activities make sense to centralize when you have 54 dealerships and expect more in the future, my view is that we were doing things centrally that should have been done locally and some things locally, such as new major vehicle ordering and marketing initiatives, that should have been done centrally. The outcome of this initiative was to reduce the number of layers in the organization that existed between me and the dealership floor. We reduced the number of layers from nine to six and have already seen an increase in our agility within the organization. Of course, when we remove layers and complexity, we end up reducing the total headcount, which has the added benefit of lowering expenses and enables us to operate more effectively. Today, we have less than 100 people here at HQ, and we have significantly reduced the amount of regional support personnel. Importantly, our operating structure allows for significant expansion without adding corporate expense, creating operating leverage throughout our model as we grow. Corresponding to our work on simplification and reorganization is the need to focus. The teams here had too many priorities, too many projects, and too many distractions to the core business. There was no clear company-wide strategy that existed after the acquisitions that took place in 2021 and 2022, and this caused confusion as to who we were as a company. Contributing to the distraction and lack of focus was an incoherent brand strategy. We were operating supporting two different retail brands, RideNow Powersports, and RumbleON. We have decided that we will focus on our RideNow Powersports brand going forward. This move will create a crisp and compelling message to riders around the country. It will further align our organization and increase efficiencies within our company as we leverage our online and brick-and-mortar channels. As an example of this, our Cash Offer has been rebranded to the RideNow Cash Offer for a fully integrated brand message that carries across all of our online and in-store locations. Next up, creating the right incentives for our team. The team is at the heart of our operations in great rider experiences. We have empowered our 54 GMs to think and act like owners. We've incorporated an incentive-based compensation structure for the majority of our dealership personnel, starting with our GMs. It's focused on profitability, customer satisfaction, and critical operational metrics. We've also committed ourselves to what I refer to as a composite culture, which invests in our GMs while holding them accountable to peer and industry benchmarks of performance. This activity started in February, and it will be a major element of our work to help our GMs optimize performance as we implement Vision 2026. Next up is strengthening our OEM relationships. OEMs are critically important partners of our company and we work hard to invest our resources to align with their brand standards, striving to be the best performing partner they have. We absolutely expect our dealerships to be top of the charts in sales effectiveness or market share and certainly customer satisfaction scores. Since joining the company, I've had the opportunity to have productive meetings with all, many of our OEM partners. To help with our own focus and guided by our first principle of maximizing long-term per-share of value, we recently exited a number of non-core OEM relationships. These actions will help our teams achieve greater focus, free up capital currently tied up in inventory and therefore improve financial returns at the dealership level. All this turnaround work helps to focus our teams and set them up for success. By the end of 2023, we've driven out approximately $60 million of annualized cost, which is a key element of why we expect a much-improved 2024 versus 2023, and puts us on a path to achieve Vision 2026. Moving now to number two, growing our RideNow Cash Offer tool as a point of differentiation to drive the pre-owned business. The pre-owned segment opens up high return areas of growth for us as we are committed to intensifying our efforts on expanding this business. Historically, our Cash Offer was managed in a silo, which led to lost opportunities within our operations. We've restructured the operation with an experienced leader and expect to have an integrated approach with all store operators. Our vehicle acquisitions begin with our standard operating procedures, ensuring we are buying the right product at the right price, and we have alignment from the Cash Offer team all the way to the dealership floor. With the largest brick-and-mortar retail footprint in the country, we should be leveraging this store base into our Cash Offer operation, drive efficiencies in both the buying and retailing of pre-owned product. I'm excited to say we plan to pilot our first standalone brick-and-mortar pre-owned dealership in 2024. As the largest buyer of pre-owned inventory in the country, we have a compelling brand in RideNow, and store operations teams with more than 30 years of retail know-how. We believe we are uniquely positioned to stand up a standalone pre-owned-only dealership. As I mentioned, we expect to pilot one store in 2024, and all decisions in this and every venture will be guided by our first principle of creating long-term per-share value for our shareholders. Moving to the third element of our Vision 2026 plan, capital allocation. So far, I've discussed elements of our Vision 2026 plan focused on capital creation. For example, running our stores effectively to produce cash supported by an aligned and efficient corporate office, and operating our asset-light automotive transportation business. Now, I will discuss my equally important job, which is to allocate that capital. Our decisions will always be guided by our first principle, which is to create the most long-term per-share value. As with all companies, we have a series of menu options when it comes to capital allocation. We can pay down debt, acquire or divest retail locations, invest in greenfield locations, invest in CapEx in the existing business, or repurchase our own shares. We continually evaluate our dealership footprint and opportunities to strengthen it, whether by adding locations or exiting non-performing ones. Our capital allocation plan permits us a flexibility to take advantage of opportunities in the market, and we'll be focused on accretive acquisitions. With 55% of our shares represented on our board, and with the vast majority of my own compensation directly tied to driving per-share value, rest assured we will think and act like true owners at every step of the way. Lastly, I want to address guidance. We have decided to stop the practice of giving annual guidance. Instead, we'll point investors to our Vision 2026 plan and how we expect to be able to shape the business to drive per-share value over the coming years. As a result, we are withdrawing all prior guidance for 2024. To help with this transition, I'm going to offer up some color and commentary on the different elements which we historically guided on. In the recent past, this company has given annual guidance on revenue, adjusted EBITDA, and total GPU, or gross profit per unit retail. With respect to adjusted EBITDA, we believe that the prior guidance of $80 million to $90 million for 2024, is within our sights. However, our plan to achieve this number is based on different components, namely lower revenue and expenses than previously contemplated. Accretive acquisitions have always and will remain a key element of our value-creation strategy, and they are an important part of Vision 2026. We don't plan on achieving $1.5 billion in revenue, which was the previous 2024 guidance. And with respect to GPU, we don't believe there'll be a material change to the GPU run rate we achieved last year. Our energy and focus will be on Vision 2026 plan and how we expect to be able to shape the business to drive per-share value over the coming years. It might take longer to get there based on macro or industry headwinds or key OEM product lifecycle timing. Alternatively, we may get there earlier, but make no mistake, we will never take our eye off our first principle at every stage of the journey, creating long-term per-share value for our shareholders. The team has done a lot of work over the last few months to develop our Vision 2026 plan, designing and measuring the activities to make it a reality. And while there's always more work to do, I'd like to give the entire team here a huge shoutout and thank them for all of their work over the last few months. We're now operating as a focused and energized company, with our actions centered around the three strategic pillars to drive the company towards achieving Vision 2026. Now, we'll turn it over to the moderator for your questions.

[Operator Instructions] Today's first question is coming from Eric Wold of B. Riley Securities. Please go ahead.

Thank you. Good morning. A couple of questions, just follow-up question on the parts of the strategic plan. I guess one, on the last point, you talked about the acquisitions being an important part of the 2026 plan. Maybe give us a sense of how aggressive you want to be on adding dealerships over the coming years, maybe what's included or how much of a driver acquisitions are within those targets, and kind of what valuations in the pipeline look like at this point.

Okay, Eric, thanks. Yes, you asked a few questions in there, so let me try and make sure I get to them all. Your first question was around - just back up for a second and repeat that first part.

How aggressive you are.

Sure. I guess, how aggressive do you want to be on adding acquisitions over the next couple of years? Kind of what's included within those 2026 targets driven by acquisitions?

Yes. So, we don't want to be - we don't want to acquire stores just to acquire stores. We want to be smart and strategic about acquisitions. We certainly are going to hold ourselves accountable to make sure they're accretive to the business. And we don't want to like share all the things we look at in a target because we don't want to share that from a competitive perspective. But I think if there's a silver lining in - coming off of COVID, I think prices are probably coming down from where they were certainly a year ago or two years ago. I think a lot of owner operators realize that they made a lot of money during COVID, and it was relatively easy, and today it’s a lot of work and the return isn't as great. So, maybe there's a silver lining in there in terms of targets that we see. But make no mistake, we're not going to buy stores just to buy stores. We're going to be smart about it. We're going to make sure they're accretive to our business model and strategic in terms of our operation. And so, I think that maybe answers your questions. I don't know if Blake has anything to add, but that's kind of my views.

Yes.

And then just - sorry, go ahead, Blake.

Sorry Eric. Yes, it is definitely part of our strategy, an important part of our strategy going forward for sure. But like Mike said, we don't want to give away our playbook, and it could be a big acquisition. It could be a bunch of small ones. I mean, you just don't really know.

Got it. And then follow-up question …

Go ahead, Eric. Sorry. Go ahead. Okay, go ahead.

So, on the debt balance that you talked about, obviously the 2026 plan, your goal is to get there within the range of 1.5x to 2.5x net debt to EBITDA. Maybe talk about the structure of your current debt with all the changes you made last year with the current debt in place, what are the plans around that debt to make a more flexible structure? And maybe when do you plan on addressing that either this year or next?

Yes, that's a great question. So, we took out a lot of debt in 2023 and then we've taken out even more in early 2024, which is a nice cash flow savings from a debt - from an interest cash perspective. We definitely have, as a key target this year, to do some type of a refinance on that. We're in the very early stages of that, but from all indications, credit markets are opening up. We definitely want to put down some good numbers in 2024 so that we can have more options available to us. But make no mistake, we are focused on doing some type of a refinance this year preferably to both get more flexibility, but really to lower interest as well.

Probably last follow-up maybe just on that point, then I'll move on is, what is - after the debt paydown in Q1, what is the current interest expense run rate for non-floor plan debt?

For non-floor plan debt? So, we are at - let's see here. We're at 218 or 200 and - yes, $218 million of net debt right now. So, backing out the cash at roughly - what are we at Tom, $225 million for Oak Tree? That's at - close to 14%. So, there's a good 40, 38 - $40 million of interest there this year.

Got it. Thank you very much.

Thank you. The next question is coming from Craig Kennison of Baird. Please go ahead.

Hey, good morning. Thanks for the color on your 2026 vision. Very helpful. I wanted to ask just about the current quarter. You're almost done. I'm curious what retail trends you've observed so far in the start of 2024?

Yes, thanks for the question, Craig. Appreciate that. We're not going to share any information mid-quarter. It's just a practice of not doing that. And as you know, Craig, you know this business pretty. March ramps up significantly versus January and February, and honestly the last part of March is a different ball game compared to the first part of March. So, we just don't think it's productive to talk about it mid-quarter here.

Okay, fair enough. And then just with respect to inventory, I think you talked about a situation where the whole industry had excess inventory. Where are we on the path to getting to what you might consider optimal levels of inventory of new units?

Well, I mean, that's a great question. I think for our company overall, overall our inventory is too high, and we look at it kind of from a day supply perspective. Now, it's different brand by brand. So, and that's what the team is working on. But as Blake mentioned in his remarks, because of some OEM line changes and because of just centralizing the ordering, getting more disciplined about managing our new inventory, we expect to take out about $60 million of new inventory throughout the year. So, that won't come together until towards the end of the year. And so, that'll put us in really, really good shape for the following year, Craig. And so, hopefully, that answers your question.

Yes. And maybe just on that last point, $60 million of inventory coming out, is there a way to say how much of that is coming from brands that you are choosing to exit versus brands you think you'll continue to roll with?

Yes, that's a good question. We don't have that information right in front of us. I would say it's probably two thirds with existing lines and one third with lines that we're exiting, yes.

Perfect. No, that helps a lot. Hey, thank you so much.

[Operator instructions]. The next question is coming from Fred Wightman of Wolfe Research. Please go ahead.

Hey guys, good morning. Just to follow up on inventory, is there a way to frame the mix of inventory as far as current and non-current products within sort of what you've reported, and then also maybe that inventory work-down target?

Yes. Thanks, Frank. This is Mike. Yes, when you look at our aged inventory, I mean, we have very little - we look at model year 2022 and later, it's very small. I mean, less than 3% of our total inventory. So, the team's focused on obviously cleaning that up. A lot of OEMs just recently introduced ‘24s. so, a lot of focus and program support from OEMs on model year ‘23s that we're working on, and that's certainly going to be a key piece of the focus here in the selling season. And the good news about all this inventory management is now's the time to address it because we're going into the height of our season. Next four, five months, demand is pretty strong. And so, when the team focuses and gets it done execution-wise, we should have some really, really good results.

Makes sense. And then just thinking about - I know you pulled the annual guidance, but even for sort of the midterm outlook, what do you think the impact of potential rate cuts will be? What have you sort of assumed within those 2024 guideposts that you laid out, and how quickly do you think that rate cuts could potentially drive consumer interest or consumer demand?

Yes, in our modeling and in what we are looking at, we haven't anticipated any - there's no rate cuts in there. So, that would all be very helpful if - we would welcome it both from a debt perspective. It does make a big difference to us as well as from a floor plan interest perspective as well as to our consumer. I just think that psychologically it would be a lift to the customer and the riders to see that. But we haven't baked that into anything in 2024.

Great. Thanks a lot.

Thank you. At this time, I'd like to turn the floor back over to Mr. Kennedy for closing comments.

Thanks for your questions and interest in RumbleON. This is an exciting moment in our company's history as we sharpen our focus on Vision 2026 by leveraging our scale to run the best performing dealerships in America, growing our pre-owned business, and allocating our capital to maximize our long-term per-share value. We constructed a powerful turnaround plan for the company, and we'll be focused on the execution. Thank you very much.