Greetings, and welcome to the RumbleOn Third Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Will Newell, Head of Investor Relations. Thank you. You may begin.
Thank you, operator. Good morning, ladies and gentlemen. Thank you for joining us on this conference call to discuss RumbleOn's third quarter of 2023 financial results. Joining me on the call today are Mike Kennedy, RumbleOn's new Chief Executive Officer, Mark Tkach, RumbleOn Board Observer and RideNow Founder, and Blake Lawson, RumbleOn's Chief Financial Officer. Our Q3 results are detailed in the press release we issued this morning, and supplemental information is available in our third quarter Form 10-Q. Before we start, I would like to remind you, the following discussion contains forward-looking statements, including, but not limited to, RumbleOn's market opportunities and future financial results, and involve risks and uncertainties that may cause actual results to differ materially from those discussed here. Additional information that could cause actual results to differ from forward-looking statements can be found in RumbleOn's periodic and other SEC filings.
The forward-looking statements and risks in this conference call, including responses to your questions, are based on current expectations as of today, and RumbleOn assumes no obligation to update or revise them, whether as a result of new developments or otherwise, except as required by law. Also, the following discussion contains non-GAAP financial measures. For a reconciliation of these non-GAAP financial measures, please see our earnings release issued earlier this morning. Now, I will turn the call over to Mark.
Thanks, Will, and good morning, everyone. Thank you for joining us for our third quarter 2023 earnings call. I'm excited to formally introduce Mike Kennedy to all of you as the new Chief Executive Officer. We're pleased to have such a proven leader join RumbleOn at such an important time in our history. Mike is a seasoned executive with a proven track record in the powersports industry. I've known Mike for many years, and I'm confident that with his expertise and successful background in the field, he is uniquely qualified to lead RumbleOn's transformation plan and enhance value for our shareholders. I want to thank the RumbleOn team for their continued hard work and dedication throughout this transition as we make progress towards our goals. In terms of my future role, I will continue to act as a consulting capacity through the term of my employment agreement.
I will also be a board observer, and given my significant ownership interest in the company and my passion for the industry, I plan to stay very involved in the business going forward. With that, I will turn it over to our new CEO, Mike Kennedy. Mike?
Thanks, Mark, and welcome everyone. I've been on board for a week as RumbleOn's CEO. It's been a busy week, and there are already a couple of things that are clear in my mind. First, I've been very impressed with the passion of our team. As most of you know, there have been a lot of change in recent months here at RumbleOn, and I'm convinced that the team is focused and is excited about what we can accomplish together. Second, I'm confident that we will deliver an efficient operation and deploy our capital smartly for the benefit of shareholders. In particular, once the rights offering is completed in a little over three weeks, our balance sheet will be greatly strengthened and will be in a position to go on the offense, acquiring dealerships and expanding our footprint.
I look forward to updating all of you on our progress going forward. For now, I'd like to provide some color on my background before turning it over to Mark to walk through the team's progress towards the exciting future here at RumbleOn. I love this industry, and I bring over three decades of experience at leading powersports companies. Most recently, I was CEO of Vance & Hines, a private equity-owned leading manufacturer of powersports performance products. I spent the bulk of my career at Harley-Davidson, serving in several capacities across different geographies and commercial aspects. My time at Harley-Davidson culminated as Vice President and Managing Director of the Americas, where I managed a network of 800 dealers throughout North America and Brazil. One of the aspects of this opportunity that really excites me is being close to the showroom.
I've often said in my career that the action is in the showroom with our customers, and now I've never been closer to that excitement. I look forward to speaking with all of you in the coming weeks and months. Mark will now walk you through the company's business update in more detail. Go ahead, Mark.
Thanks, Mike. After an extensive search, we're excited to entrust the leadership of RumbleOn to Mike. We're confident that he will manage our turnaround plan efficiently and effectively by instituting further cost-saving initiatives, repositioning our inventory management process, strengthening our balance sheet, and executing a more disciplined and strategic approach to acquisitions. We look forward to keeping you updated on our progress on these initiatives while Mike forms his vision for driving long-term shareholder value. I will now walk you through what we have done, what we're doing now, and what we plan to do going forward. First, during the quarter, we continued to make progress in our plan to rightsize the cost structure, specifically in our regional management structure, optimizing positions that were overbuilt in anticipation of a much larger footprint. We're evaluating our options regarding unused or underused facilities in an effort to offset our real estate expenses.
Further, we continue to identify incremental cost savings at our dealerships and distribution centers. As you know, we have implemented $30 million in annualized cost reductions and have identified another $12 million, totaling annualized cost savings of $42 million, with the effect of these measures benefiting 2024. We believe we can further reduce expenses, as Blake will describe in more detail. Cutting expenses out of an organization is not always immediately visible, and often there is a tail that can lag for a few months... Second, we continue to improve our inventory management. We have implemented a stringent buy-sell process at the store level that will continue to self-correct our used inventory levels and, at the same time, allow those inventories to be increased and decreased more efficiently, adjusting for our seasonal network needs.
Manufacturers of our new products are assisting us as well through increased rebates and incentives, while also easing some carrying costs, like free flooring programs. We will take advantage of these programs and enhance them through increased digital strategy, on-site events, stronger staff incentives, and the movement of excess products into higher-performing consumer markets. We will see some margin compression on the non-current products, but with higher 2024 product GPUs being delivered in the quarter, it will help counter a portion of that compression. Our team is committed to clearing out the 2023 products and feel confident these actions are setting us up for a strong 2024 and forward. Additionally, we have overhauled our cash offer tool, effectively reducing marketing spend, freight costs, and administrative timelines. These changes will increase the right vehicle yield, helping us to achieve a better balance of new and used inventory.
This also allows us to get the right vehicles in the right place at the right time and at the right value. Third, we are actively strengthening our balance sheet. As previously discussed, we are in the process of raising $100 million in a fully backstopped rights offering. $50 million of those proceeds will be used to pay down debt. The remaining funds will be utilized to accommodate the growth of our national brick-and-mortar platform. Regarding our real estate portfolio, during the quarter, we completed the sale-leaseback of eight of the nine previously identified properties for an aggregate purchase price of just over $49 million. We also expect to complete the sale-leaseback of the remaining property in 2023. The net cash proceeds were remitted directly to Oaktree to pay down our term loan.
Next, as we have previously disclosed, we are in the process of selling our finance company credit portfolio. We are vetting the current options, and our intent remains to finalize that sale in 2023. Fourth, I want to update you on the disciplined and strategic approach to acquisitions. We've identified certain accretive acquisition candidates that we can expect to be closed by the end of the first quarter of 2024, and we have additional targets in the pipeline for the remainder of 2024. We've proven that acquiring underperforming dealerships and optimizing their operations with the right processes, personnel, and inventory management, which RideNow perfected over a 30-plus-year span, will yield the best results for the company and its shareholders. This strategy has produced strong returns in the past, and we believe it is vital to the long-term success of the company.
With that, I will turn the call over to Blake to walk through our third quarter 2023 financials and outlook in more detail.
Thank you, Mark, and good morning, everyone. As the team has detailed, we continue to execute on our strategy during the quarter and are pleased with the progress we have made, despite having to make some tough decisions. We have put the company back on solid ground with a plan for growth and value creation for shareholders. Not to diminish the challenges that exist, which are real, heightened interest rates, non-current inventory, inflationary and economic pressures on our consumers, and geopolitical unrest, to name a few. While options to finance our discretionary product remain available and plentiful, rates are certainly higher, and we are seeing increased pressure on the lower-credit consumers. Despite the challenges that exist, we have the utmost confidence that our team of dealership professionals will rise to the occasion, and we look forward with confidence to the future.
As you are all aware, we recently favorably amended our financing agreements with our primary lender, Oaktree. As part of these agreements, we have committed to pay down $120 million through the sale of non-core assets and an equity raise. Mark already gave you an update on our real estate sales, resulting in the company remitting $47 million directly to Oaktree to reduce outstanding debt under the term loan. Additionally, we believe we will sell our finance portfolio before year-end 2023 and are confident we will be able to pay off an additional $15 million of Oaktree debt from the proceeds of this sale, as well as eliminate the finance company line of credit that supported this loan portfolio, further reducing costs, simplifying our company, and reducing debt.
I want to provide an update on the $100 million fully backstopped rights offering that we announced on our Q2 earnings call in August. As Mark stated, we plan to use $50 million of the proceeds to further reduce debt and the remainder to be allocated to highly accretive acquisitions. We believe the size of the capital raise and the format are well-suited to achieve these two goals. The board of directors has fixed the close of business on November thirteenth as the record date. Under the terms of the rights offering, the company expects to distribute non-transferable subscription rights to each holder of its Class A and B Common Stock as of the record date. The subscription period for the rights offering is expected to commence on or about November 13th and terminate approximately 16 calendar days thereafter.
All eligible stockholders as of the record date will have the opportunity to participate in the $100 million proposed rights offering on a pro-rata basis. The special committee has not yet determined the subscription price to be paid upon exercise of the subscription rights but expects to announce the remaining terms prior to the commencement of the rights offering. Now, moving to our third quarter financial results. All comparative financial results are sequential and do not include the discontinued automotive operations. October of 2022 marks the final month of what I would characterize as the COVID bump, as the powersports market drastically normalized in November 2022. I believe after this quarter, our comparisons will revert back to a more standard year-over-year versus sequential comparison.
Starting with the third quarter units, we sold 17,573 retail units, including 10,851 new units and 5,619 used units, down 13.3% from the prior quarter, due primarily to normal seasonality. Moving to revenue in the third quarter, we generated $338.1 million, which is down 11.7% or $44.6 million from the prior quarter due to normal seasonality. Total third quarter gross profit was $91.9 million, down $14.5 million from the prior quarter. Gross margin was 27.2%. Gross margin has troughed and normalized.
The quarter-over-quarter reduction in gross profit dollars was driven entirely by reduced vehicle sales due to normal seasonality, as all other profit centers, which include F&I, parts and accessories, and service, tend to flow in concert with vehicle sales. Total powersports gross profit per unit was $5,380, up $32 from the prior quarter and in line with our 2023 guidance of $5,300-$5,400 GPU. Turning to our asset-light vehicle logistics segment. Vehicle logistics gross profit was $3.4 million, roughly flat for the quarter. Moving down to expenses. Total third quarter SG&A expenses were $85 million, down $15.4 million or 15.3% sequentially, related primarily to a reduction in compensation, professional fees, and general and administrative, partially offset by increased facilities. We continue to work on reducing our facility expense through sublease initiatives.
Additionally, in the month of October, we made significant headcount reductions at our corporate office. These positions were all fixed costs and will provide more flow-through to the bottom line in Q4 and going forward. Turning to inventory. We still have work to do in Q4 to completely correct some of our oldest used inventory, but overall, day supply for used is at 87, which is in line with our internal benchmark as we work to improve the mix. With very few exceptions, new inventory is back to pre-pandemic levels. We plan to make more room for the 2024 model year and are making progress by aggressively marketing the non-current model year product. Adjusted EBITDA was $13.2 million in the third quarter, down 44% from the second quarter of 2023, driven by normal seasonality and a lag in expense reductions made during the quarter.
Adjusted Net Loss from continuing operations was $11.9 million, and adjusted diluted earnings per share was -$0.71. Turning to the balance sheet and cash flow. At the end of the quarter, we had $41.4 million of unrestricted cash. At the end of Q3, we had $32.2 million of unfloored equity in our used inventory, which could be used to help fund the business. Our Net Debt, not inclusive of Floor Plan at the end of the third quarter, was $311 million. This 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 costs, less unrestricted cash in the bank.
By the end of the year, after the completion of the $100 million rights offering and sale of other non-core assets, Net Debt should be below $200 million. Now let me provide additional details on our outlook for the remainder of 2023. For the full year, we are reiterating our guidance for all metrics. We expect our two operating segments, Powersports and asset-light logistics, to generate combined revenue within the range of $1.38 billion-$1.48 billion. We continue to expect to generate a full-year gross profit per unit similar to Q3 of $5,300-$5,400. We expect our full-year 2023 Adjusted EBITDA in the range of $55 million-$65 million. The range is somewhat broad because new management is just getting started fully identifying business needs, and this requires time to rightsize and short-term inventory issues.
With that, operator, we will open it up to questions.
Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. The confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. We ask that you please limit yourself to one question and one follow-up question. One moment, please, while we poll for your questions. Our first question has come from the line of Eric Wold with B. Riley Securities. Please proceed with your questions.
Thanks. Good morning. Just a couple of questions. I guess, I guess one, just following up on the, the inventory, comments. Given the current guidance that you have for this year, where would you expect, inventory to settle out at year-end as you work to, push through some of the non-current model year, inventory? And then as you think about returning to a normal cadence, in 2024, how should we think about, when you'll start building inventory back up again into 2024, and what it should look like throughout the year?
Well, we feel, we feel good currently with our inventory levels. We, we're doing well in moving the 2023 product. I think we probably have, l ess than 9% of our product is below 2023 model year. And we've already done two large campaigns with two of our larger manufacturers, moved a lot of that product out. They are assisting, as I said earlier, with incentives, rebates, some additional buy down on the financing. So we're seeing good activity on those promotions. And you know, by the end of the year is, I think, was our target to really try to get our used inventory lined up. I think we're in really good shape.
Hey, Eric, this is Blake. I would just add, you know, from a dollar perspective, I believe, not much will change. But we are working, certainly, like Mark mentioned, on the mix, to make room for the 2024 model year. And then on the used side, you know, we've still got some overhang there. Again, the dollars are probably in line and the day supply are in line, but we've got some aging issues, and we hope to flush that out in Q4. Plan to, plan to flush that out in Q4 and be ready for the selling season in 2024, in the spring.
Got it. Thank you. And then, second question, kind of on the comments earlier around the acquisition pipeline and once you complete the rights offering, you kind of, you've got some targets that are expected to close in Q1, and then more throughout the remainder of 2024. Just give a sense of kind of what the environment looks like for acquisitions right now. You know, these are kind of the number of willing sellers, you know, increasing. You're seeing a greater pool of potential targets coming up because the environment we're in, and kind of what does that mean for maybe the size of an average target in your pipeline and valuation multiples?
Well, we're keeping very busy on you know, determining which direction we want to go. We have lots of options, but we really want to focus on what works best for the company in setting up our platform. I think that I think these will close easily in the first quarter, the two that we're working on currently, and the pipeline will carry us throughout the year. I mean, there's plenty of opportunities, Eric, it's really just a matter of focusing on what works best for our company and our platform.
Yeah, Eric, I think his trailing twelve-month EBITDA has normalized or is coming down for a lot of mom-and-pop dealerships and stuff. There's going to even be increased opportunities there, at good values.
Got it. Thank you both. Appreciate it.
Thank you. Our next question has come from the line of Michael Baker with D.A. Davidson. Please proceed with your question.
Hey, thanks, guys. You know, I just wanted to ask a very big picture question. You know, as I recall, when I, you know, a couple of years ago, when we first started looking at you guys, the idea, the vision was, RumbleOn was gonna sort of combine online and in-store, used and new, and the customer would have visibility across the entire portfolio of product, again, new, used, online, et c., either walking in the store or on their computer. How has the vision changed? We've been through a couple now, a couple CEO changes. How, What is the long-term vision for the company? How has that changed in, let's say, the last two years? Is that still the vision, or it seems now it's a little bit more focused on brick-and-mortar?
Just talk to me about what didn't work and what's the vision of the company longer term?
Mike, you know, I think the vision's changed a little bit, but, you know, we still have the ability to do what you're talking about, which is, you know, complete a deal 100% online. You know, we still do that. We have been doing that. There's just a lot more opportunity right now to really grow our cash offer program, which is our acquisition program. And by doing that, I think you'll find the omni-channel probably a lot more successful on the used side of the product. There's a lot of limitations with OEs on, you know, on moving new product around the country, out of your target market.
So, that portion of the business, really, I think the real growth in that side is on our cash offer program. We can buy the bikes nationally, we can sell bikes nationally. We don't have to answer to anybody, on the size of that business, where we ship it, what we sell it for. Used is definitely still a future of the company.
Okay, and so I guess to follow up on that, where are you? I know there was, you know, the idea was you needed a big technology investment to get there, to make all that work. Can you, we understand you're cutting costs and you've cut some, I think, some technology people. What needs to be reinvested to make all this work? Or is the only investment going forward just gonna be, you know, investing in buying stores?
Well, no, we're still moving forward on some of the technology, but frankly, we're really fine-tuning what we already have. I mean, we're making bigger leaps and more success just fine-tuning the admin on the acquisitions of those products. So really geo-targeting where we're buying product, and I don't wanna, I don't wanna give you too much of the secret sauce, but, you know, we're really looking at fine-tuning the process that's already in place, and we're being very successful with that.
Okay, thanks for that. I, I have other questions, but I'll jump back in the line to try to commit to the one question and one follow-up idea.
Thanks, Mike.
Thank you. Our next question has come from the line of Seth Basham with Wedbush Securities. Please proceed with your questions.
Thanks a lot, and good morning. First, could you give us a little bit more color on how demand trended through the quarter and how you're thinking about the outlook in 4Q 1Q? Do you think that we've hit a bottom, or do you think that some of the macro pressures are gonna further restrict demand?
Well, I wish we had a crystal ball on that. And maybe you could help, but, you know, we're just moving forward with what we have to do, and, I mean, we have to. You know, we're lowering our debt. We've lowered a lot of money out of our SG&A costs. We've made progress on our inventories. We're doing everything we wanted to do, and it's all moving forward, and that's really all we can do. We can't control the macro environment. We can just do the best we can do and continue to sell product, do the things we do best.
Got it. As you turn the page into 2024, it seems like you're expecting higher demand, you're expecting higher gross profit, and your cost base has come down. So that points to materially higher EBITDA in 2024 than 2023. Is that the right interpretation, the way you guys are forecasting the business?
Yeah, I would say that our 2024 guidance, you know, reflects a little bit of growth, and we're being pretty conservative, but a little bit of growth in used. GPU is relatively the same and definitely cost reductions, which, to your point, does bump up EBITDA.
Can you give us a little bit more color on that GPU expectation into 2024, considering that, you guys have taken a lot of pain as you've moved through aged inventory? Shouldn't we see better trends without that pressure in 2024?
We hope so. The guidance right now is $5,350, which is pretty squarely in the middle of where we're at right now, and anticipate that we will start to see improved margins in used in 2024. But that could be partially offset by new inventory margins, which quite frankly, you know, we, we've got a lot of new inventory at this point, and so we're just kind of trying to take a conservative approach, but certainly, there could be some upside there.
To Blake, to Blake's point, I mean, we've got 2024 product coming in that is holding a better margin. I mean, there's a lot of, there's always demand for 2024 product. Every new year, you know, our consumers really love their toys. They want to have the coolest, the newest thing that's out there, and there's a lot of that, generally gets released by the OEs. Early, early 2024 models that'll come out late in the, in the 2023 years. So, you know, we're really, I think, focusing on the efficiencies of what we do, covering the expenses again, and really trying to offset some of that inventory correction, some of these campaigns that we're running now with the rebates, the incentives, and the 2024 product that's coming in, that's getting, y ou know, we're getting all the money for the 24 product.
Got it. My last question is just thinking about the used to new ratio into 2024. With some of the changes to your cash offer, and it seems like a little bit less emphasis on the used business, should we expect the used to new ratio to change meaningfully next year?
You know, we're running a 2-to-1 right now, 2 new to 1 used. We're happy with that ratio. You know, we have slowed down a little bit on our acquisitions, but it's that time of year. I mean, we really don't want to ramp up our acquisitions till January, February, and into early March to really ramp everything up for the summer. So, you know, we're right where we want to be. We're gonna turn that knob, and right now, we're unloading some of the dated stuff, but we're really leading it up. Gonna get ramped up January, February, March, and we'll be ready for the summer with 2-to-1.
You might see that even shift a little stronger, maybe 1.75-to-1, in the spring, after we load up with that product. It's gonna fluctuate a little bit, but on a year annual basis, we're, we're quite content right now with a 2-to-1 ratio.
Thank you.
Thank you. As a reminder, if you would like to ask a question, please press star one on your telephone keypad. Our next question has come from the line of Michael Baker with D.A. Davidson. Please proceed with your questions.
All right, jumping back in, thanks. I just can you- and maybe it's in your filing somewhere, but remind me, just walk through again the- how the debt goes from, I think you said, $311 million to less than $200 million. And remind us what your revised covenants are in terms of leverage ratios and how long those- Are those revisions permanent or temporary waivers? Just remind us how that works.
Yeah, great question. So $311 million goes to below $200 million, really with the $100 million rights offering, where $50 goes straight to principal debt and the other $50 is in your cash account. You know, so which there's also, obviously, we've got one more real estate property, which will get us another $7 million, call it, and the finance portfolio coming off. Right now, the principal balance of that is about $14 million. That'll go away, as well as some proceeds up to $15 million to pay down debt. So it should easily be below $200 million at the end of the year, just with those facts.
As far as our covenant with Oaktree, we did have relief for Q2 and Q3 being in the form of not even being tested. And then in Q4, that covenant starts at a total net leverage of 5.5, and then in the first quarter, it drops to 5, and that's for both total net leverage and secured net leverage. So 5.5 and then 5, and then in Q2 of 2024, it goes to 4.75 for total net leverage and 4.25 for secured net leverage. And then in Q3 of 2024, it goes to 4.25 for total net leverage and 3.75 for secured net leverage, which is where it actually was to begin with.
It goes back to where it was to begin with, in next, next Q3, in a year.
Okay. Can I ask, maybe these are dumb questions, relative to that, but, the calculation, so the numerator, I guess, yeah, is Net Debt, right? So you give yourself credit for the cash, and the denominator, is that the annual EBITDA, you know, outlook, or is it trailing twelve-month EBITDA, or just remind us, you know-
Yeah.
In that calculation.
It's trailing twelve months Adjusted EBITDA.
Okay. And the numerator is Net Debt. In other words, you get a credit for the cash.
Exactly.
Yep. Okay. Thank you.
Yep.
Thank you. We have reached the end of our question-and-answer session. I would now like to turn the floor back over to Mike Kennedy for closing remarks.
Thank you. Let me wrap up with just share a couple of things. First, I want to thank Mark Tkach for his confidence in me, as well as his mentorship during the transition period. Mark is an incredibly successful entrepreneurial and smart businessman, and I look forward to building on the momentum that he's created here. Secondly, I want to reiterate that we will lay out a clear vision and a set of strategies that will deliver an efficient operation and deploy our capital smartly for the benefit of shareholders. Lastly, thank you everyone for your questions and your interest in RumbleOn, and I look forward to speaking with you in the near future.
Thank you. This does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and enjoy the rest of your day.