B. Riley Real Estate is Pleased to Offer the Sale-Leaseback of a 9-Property Portfolio on Behalf of RumbleOn, Inc.

EXECUTIVE SUMMARY

B. Riley Real Estate is pleased to offer the sale-leaseback of a 9-property portfolio on behalf of powersports retailer RumbleOn Inc. (NASDAQ: RMBL). Strategically located in Texas, Georgia, and Florida, this 236,896 square foot portfolio includes a strong set of high-performing dealerships offering customers a personalized, omnichannel experience including buy-sell-trade-financing of new and pre-owned vehicles, comprehensive vehicle servicing, and a full range of retail parts and powersports accessory sales. The company will be considering offers on the entire portfolio, as well as on individual dealership locations.

Incorporated in 2013 and formally established in 2016 as RumbleOn, the company has leveraged multiple strategic acquisitions and robust organic growth to become the largest buyer/seller of powersports vehicles in the country. With a comprehensive, omnichannel platform, RumbleOn's current operations consist of 55 powersports retail locations, 6 fulfillment centers, and 10 additional key facilities that host various functions like automotive operations, logistics, storage, and field support.

With a diversified business model spanning powersports, automotive, and vehicle logistics across both retail and wholesale channels, the company has driven strong financial performance with revenue of ~$1.8B and adjusted EBITDA of over $120M in 2022. Given the fragmented nature of the powersports industry, RumbleOn is well positioned for future growth via both brick-and-mortar expansion, as well as the continued scaling of its industry leading omnichannel platform.

Given the company's excellent market positioning and solid long-term outlook, the strength of both the individual dealerships and broader company financials, and the portfolio's strategically located high-quality real estate, this offering provides buyers an excellent long-term investment opportunity.

INVESTMENT SUMMARY

​​As the nation's first, largest, and only publicly traded, technology-based platform in the powersports industry, RumbleOn provides investors a sophisticated, strong-credit operator with a diversified, highly differentiated business model. With disciplined operations that have allowed the brand to swiftly expand while maintaining solid financial performance, the company is pursuing a sale-leaseback of its corporate owned dealerships in order to pay down existing debt and better position the business going forward.

With an understanding of the tremendous growth opportunity that exists within the powersports category, the company has a robust development pipeline in place that includes multiple new retail and distribution locations. Additionally, as a byproduct of its disciplined approach, the business has the scale and necessary resources to effectively capitalize on the fragmented market and rapidly expand its network via additional strategic acquisitions. Given this future growth potential, the brand will likely continue to consolidate its market share moving forward, further enhancing its overall performance and solidifying its long-term market position.

Alongside these company-level advantages, at the individual dealership level, with well-maintained quality real estate in high traffic major market locations, these high performing locations each generate solid sales volumes and strong profitability which will provide investors clear long-term operational stability across the portfolio.

COMPANY OVERVIEW

Established in 2016 and headquartered in Dallas, Texas, RumbleOn has grown from an online powersports sales marketplace and vehicle supply chain solutions provider to the nation's leading destination for all things powersports. With the launch of RumbleOn.com and the company's IPO in 2017, the company's initial focus on the development of its online platform and its supply chain solutions business quickly shifted as the company recognized a void in the marketplace for a truly integrated omnichannel powersports sales platform.

In August 2021 the company acquired the RideNow companies, which provided a portfolio of 41 retail powersports dealerships located primarily across the US sunbelt region. This acquisition was followed shortly thereafter by the acquisition of Freedom Powersports in February 2022 and several other one-off acquisitions that has brought RumbleOn's brick-and-mortar network to 55 dealerships predominantly located in the southern United States.

As these acquisitions have occurred, the company has worked quickly to integrate RumbleOn's sophisticated online platform with the brick-and-mortar dealership operations. With well-established retail locations that provide an unmatched inventory mix of all major powersports brands and OEMs, the company is able to leverage this integrated platform, alongside its vehicle logistics and distribution expertise, to provide its customers an unmatched experience throughout the entire sales and service process.

With its significantly differentiated model, RumbleOn has rapidly emerged as the leading powersports destination for consumers nationwide. With a keen focus on delivering a high-quality, full-service experience, the brand has driven strong customer adoption and significant brand penetration within the market, delivering solid financial performance for its shareholders.

With a diversified and sophisticated sales platform, a personalized and integrated customer experience, and the capability to significantly scale its network within the near-term, RumbleOn is well positioned to continue its growth and further solidify its place as the leading US powersports destination moving forward.

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