RUMBLEON, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS. (Form 10-K)

This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is provided as a supplement to, and should be read in
conjunction with, our audited Consolidated Financial Statements and the
accompanying notes included in this 2021 Form 10-K. Unless differences among
reportable segments are material to an understanding of our business taken as a
whole, we present the discussion in this MD&A on a consolidated basis. Terms not
defined in this MD&A have the meanings ascribed to them in the Consolidated
Financial Statements. All dollars are reported in thousands, except per share
and per unit amounts.

Organization

RumbleOn was incorporated in October 2013 under the laws of the State of Nevada
as SmartServer, Inc. In 2016, following the acquisition of SmartServer by
RumbleOn founders Marshall Chesrown and Steven Berrard, we changed our name to
RumbleOn, Inc. Since that time, we have grown our business through organic
development and strategic acquisitions into the first and only true Omnichannel
powersports retailer. Headquartered in the Dallas Metroplex, RumbleOn is
revolutionizing the customer experience for outdoor enthusiasts across the
country and making powersport vehicles accessible to more people, in more places
than ever before.

Overview

RumbleOn is the nation's first technology-based Omnichannel marketplace in
powersports, leveraging proprietary technology to transform the powersports
supply chain from acquisition of supply through distribution of retail and
wholesale. RumbleOn provides an unparalleled technology suite and ecommerce
experience, national footprint of physical locations, and full-line manufacturer
representation to transform the entire customer experience. Our goal is to
integrate the best of both the physical and the digital, and make the transition
between the two seamless.

We buy and sell new and used vehicles through multiple company-owned websites
and affiliate channels, as well as via our proprietary cash offer tool and
network of more than 41 company-owned retail locations at December 31, 2021
primarily located in the Sunbelt. Deepening our presence in existing markets and
expanding into new markets through strategic acquisitions helps perpetuate our
flywheel. Our cash offer technology brings in high quality inventory, which
attracts more riders and drives volume in used unit sales. This flywheel enables
us to quickly and effectively gain market share. As a result of our growth to
date, RumbleOn enjoys a leading, first-mover position in the highly fragmented
$100 billion+ powersports market.

RumbleOn's powersports business offers motorcycles, all-terrain vehicles,
utility terrain vehicles, personal watercraft, and all other powersports
products, parts, apparel, and accessories. Facilitating our platform, RumbleOn's
retail distribution locations represent all major OEMs and their representative
brands, including those listed below.

      RumbleOn's Representative Brands
   Alumacraft         Honda        Sea-Doo
      Argo            Indian      Slingshot
     Benelli         Kawasaki        SSR
       BMW         Kayo Sports      Suzuki
     Can-Am            KTM        TideWater
     CF Moto         Manitou       Triumph
     Ducati          Polaris      Vanderhall
 Harley-Davidson      Ryker         Yamaha
      Hisun           Scarab        Spyder


RumbleOn leverages technology and data to streamline operations, improve
profitability, and drive lifetime engagement by offering a best-in-class
customer experience with unmatched Omnichannel capabilities. Our Omnichannel
platform offers consumers the fastest, easiest, and most transparent
transactions available in powersports. RumbleOn customers have access to the
most comprehensive powersports vehicle offering, including the ability to buy,
sell, trade, and finance online, in store at any of our bricks-and-mortar
locations, or both. RumbleOn offers financing solutions for consumers; trusted
physical
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retail and service locations; online or in-store instant cash offers, and access
to pre-owned inventory; and apparel, parts, service, and accessories. In
addition to our powersports operations, we operate in complementary businesses
including the brokerage of vehicle transportation and the wholesale distribution
automotive business.

KEY OPERATING METRICS

We regularly review a number of key operating metrics to evaluate our segments,
measure our progress, and make operating decisions. Our key operating metrics
reflect what we believe will be the primary drivers of our business, including
increasing brand awareness, maximizing the opportunity to source vehicles from
consumers and dealers, and enhancing the selection and timing of vehicles we
make available for sale to our customers. Our key operating metrics also enhance
management's ability to translate this information into sales through multiple
sales channels. The Key Operations Metrics table below includes the results of
the RideNow Entities exclusively from August 31, 2021 (the "Acquisition Date")
through December 31, 2021. Please note that RideNow's results prior to the
Acquisition Date are not reflected in the presentation below. The Acquired
Entities have certain lines of business, including new vehicle sales, material
finance and insurance revenue, and parts and service revenue, that RumbleOn did
not have prior to the RideNow Transaction. As such all increases in these line
items are exclusively the result of the acquisition and the reader should note
that most period-over-period dollar comparisons (as opposed to per unit amounts)
are materially impacted by the introduction of the new business (the
"Acquisition Effect")

Motorsports and automotive segments

Revenue

Revenue of is comprised of vehicle sales, finance and insurance products bundled
with retail vehicle sales ("F&I"), and parts, service and
accessories/merchandise ("PSA"). We sell both new and pre-owned vehicles through
retail and wholesale channels. F&I and PSA revenue is almost exclusively earned
through retail channels. Automotive sales are almost exclusively via wholesale
channels, and therefore, contribute to a very small portion of F&I revenue.
These sales channels provide us the opportunity to maximize profitability
through increased sales volume and lower average days to sale by selling through
the channel where the opportunity is the greatest at any given time based on
customer demand, market conditions or inventory availability. The number of
vehicles sold to any given channel may vary from period to period these factors.
Subject to the lingering impact of COVID-19 and the resulting Demand/Supply
Imbalances, as discussed elsewhere in this MD&A, we expect pre-owned vehicle
sales to increase as we begin to utilize a combination of brand building and
direct response channels to efficiently source and scale our addressable markets
while expanding our suite of product offerings to consumers who may wish to
trade-in or to sell us their vehicle independent of a retail sale. Factors
primarily affecting pre-owned vehicle sales include the number of retail
pre-owned vehicles sold and the average selling price of these vehicles.

Gross profit

Gross profit generated on vehicle sales reflects the difference between the
vehicle selling price and the cost of revenue associated with acquiring the
vehicle and preparing it for sale. Cost of revenue includes the vehicle
acquisition cost, inbound transportation cost, and particularly for pre-owned
vehicles, reconditioning costs (collectively, we refer to reconditioning and
transportation costs as "Recon and Transport"). The aggregate gross profit and
gross profit per vehicle vary across vehicle type, make, model, etc. as well as
through retail and wholesale channels, and with regard to gross profit per
vehicle, are not necessarily correlated with the sale price. Vehicles sold
through retail channels generally have the highest dollar gross profit per
vehicle given the vehicle is sold directly to the consumer. Pre-owned vehicles
sold through wholesale channels, including directly to other dealers or through
auction channels, including via our dealer-to-deal auction market, generally
have lower margins and do not include other ancillary gross profit attributable
to financing and accessory. Factors affecting gross profit from period to period
include the mix of new versus used vehicles sold, the distribution channel
through which they are sold, the sources from which we acquired such inventory,
retail market prices, our average days to sale, and our pricing strategy. We may
opportunistically choose to shift our inventory mix to higher or lower cost
vehicles, or to opportunistically raise or lower our prices relative to market
to take advantage of Demand/Supply Imbalances in our sales channels, which could
temporarily lead to gross profits increasing or decreasing in any given channel.

Vehicles sold

We define vehicles sold as the number of vehicles sold through both wholesale
and retail channels in each period, net of returns. Vehicles sold is the primary
driver of our revenue and, indirectly, gross profit. Vehicles sold also enables
complementary revenue streams, such as financing. Vehicles sold increases our
base of customers and improves brand
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awareness and repeat sales. The vehicles sold also provide the opportunity to successfully scale our logistics, fulfillment and customer service operations.

Total gross profit per unit

Total gross profit per unit is the aggregate gross profit of the Company in a
given period, divided by retail units sold in that period including gross profit
generated from the sale of the new and used vehicles, income related to the
origination of loans originated to finance the vehicle, revenue earned from the
sale of F&I products including extended service contracts, maintenance programs,
guaranteed auto protection, tire and wheel protection, and theft protection
products, gross profit on the sale of PSA products, and gross profit generated
from wholesale sales of vehicles.

Vehicle logistics segment

Revenue

Revenue is derived from freight brokerage agreements with dealers, distributors,
or private party individuals to transport vehicles from a point of origin to a
designated destination. The freight brokerage agreements are fulfilled by
independent third-party transporters who must meet our performance obligations
and standards. Wholesale Express is considered the principal in the delivery
transactions since it is primarily responsible for fulfilling the service. In
the normal course of operations, Wholesale Express also provides transportation
services to Wholesale Inc.

Vehicles Delivered

We define vehicles delivered as the number of vehicles delivered from a point of
origin to a designated destination under freight brokerage agreements with
dealers, distributors, or private parties. Vehicles delivered are the primary
driver of revenue and in turn profitability in the vehicle logistics segment.

Total gross profit per share

Total gross margin per vehicle transported represents the difference between the price received from non-affiliated customers and our cost to contract an independent third-party carrier divided by the number of third-party vehicles transported.

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Operating results

Year ended December 31, 2021 Compared to December 31, 2020
RumbleOn Total Company Metrics

                                                                                  Year Ended December 31,
                                                                                                                     YoY
                                                                                     2021             2020         Change
                                    Revenue
                                    Powersports                              $     323,303        $   46,654    $  276,649
                                    Automotive                                     460,888           337,085       123,803
                                    Vehicle logistics                               43,878            31,816        12,062
                                    Parts and service and other                     66,969                 -        66,969
                                    Finance and insurance                           43,402               872        42,530
                                    Total revenue                                  938,440           416,427       522,013
                                    Gross Profit
                                    Powersports                                     58,431             6,594        51,837
                        Financial   Automotive                                      30,746            28,284         2,462
                       Overview ($  Vehicle logistics                                9,600             7,616         1,984
                         in 000s)   Parts and service and other                     30,267                 -        30,267
                                    Finance and insurance                           29,133               872        28,261
                                    Total Gross Profit                       $     158,177        $   43,366    $  114,811
                                    Effect of the Nashville Tornado          $           -        $   (1,215)   $    1,215
                                    Gross Profit reported in the
                                    consolidated statements of operations
                                    (1)                                      $     158,177        $   31,627    $  126,550
 Total Company                      Total SG&A Expenses                      $     164,077        $   53,659    $  110,418
                                    Operating Loss                           $      (8,868)       $  (18,560)   $    9,692
                                    Net Loss                                 $      (9,725)       $  (24,999)   $   15,274
                                    Adjusted EBITDA (2)                      $      31,013        $   (5,791)   $   36,804

                                    Vehicles Sold
                                    Retail                                          16,154               458        15,696
                                    Wholesale                                       18,612            17,566         1,046
                                    Total Vehicles Sold                             34,766            18,024        16,742
                                    Revenue per Unit Sold
                                    Retail                                   $      18,516        $   13,541    $    4,975
                       Unit Metrics Wholesale                                $      28,395        $   21,542    $    6,853
                                    Other                                    $       3,330        $    1,991    $    1,339
                                    Total Revenue                            $      26,993        $   23,330    $    3,663
                                    Gross Profit per Unit
                                    Retail                                   $       4,520        $    5,114    $     (594)
                                    Wholesale                                $       2,433        $    1,902    $      531
                                    Other                                    $       1,147        $    1,904    $     (757)
                                    Total Gross Profit                       $       4,550        $    2,425    $    2,125

_________________________

(1) Automotive gross profit for the year ended December 31, 2020 included an
inventory reserve adjustment on $7,879 related to the Nashville Tornado.
(2) Adjusted EBITDA is a supplemental measure of operating performance that does
not represent and should not be considered an alternative to net loss or cash
flow from operations, as determined by GAAP. We believe that Adjusted EBITDA is
a useful measure to us and to our investors because it excludes certain
financial and capital structure items that we do not believe directly reflect
our core operations and may not be indicative of our recurring operations, in
part because they may vary widely across time and within our industry
independent of the performance of our core operations. See the section titled
"Adjusted EBITDA" below for a reconciliation of Adjusted EBITDA to Net Loss.

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Revenue

Total vehicle revenue increased by $522,013 to $938,440 for the year ended
December 31, 2021 compared to $416,427 in 2020. The Acquisition Effect specific
to new vehicles, F&I and PAS revenue accounted for approximately $279,131 of the
increase, with $169,632 of new vehicle sales, which the Company did not sell
before the RideNow Transaction. On a unit basis, the Company sold 16,742 more
vehicles in 2021 than in 2020, again, primarily related to the Acquisition
Effect.

Gross profit

Gross profit increased in total by $114,811 during the year ended December 31,
2021 compared to 2020, driven collectively by the Acquisition Effect of
significantly more vehicles sales, an increase in the average selling price per
vehicle and an increase in the gross margin dollars per unit sold. Gross profit
increase were evident across all businesses, including both new and used
powersport vehicle sales, F&I, PAS, automotive, and transportation and
logistics. The Acquisition Effect was the primary driver of the powersport
vehicle gross profit, while Demand/Supply Imbalances drove automotive gross
profit as well as vehicle logistics and transportation gross profit.
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Year ended December 31, 2021 Compared to December 31, 2020

RumbleOn Powersports Metrics

                                                                                             Year Ended December 31,
                                                                                                                                YoY
                                                                                               2021              2020         Change

                                                    New retail vehicles                $     169,632         $        -    $  169,632
                                                    Used vehicles
                                                    Used vehicles retail                      86,072              5,330        80,742
                             Revenue $ in 000s)     Wholesale                                 67,599             41,324        26,275
                                                    Total used vehicle revenue               153,671             46,654       107,017
                                                    Finance and insurance                     43,402                872        42,530
                                                    Parts and service and other               66,969                  -        66,969
                                                    Total revenue                      $     433,674         $   47,526    $  386,148

                                                    New retail vehicles                $      33,278         $        -    $   33,278
                                                    Used vehicles
                                                    Retail                                    10,609              1,470         9,139
                          Gross Profit ($ in 000s)  Wholesale                                 14,545              5,124         9,421
                                                    Total used vehicle gross profit           25,154              6,594        18,560
                                                    Finance and insurance                     29,133                872        28,261
                                                    Parts and service and other               30,267                  -        30,267
                                                    Total gross profit                 $     117,832         $    7,466    $  110,366

                                                    New retail vehicles                               10,555             0        10,555
   Powersports                                      Used vehicles
                               Vehicle Sales        Retail                                             5,599           458         5,141
                                                    Wholesale                                          6,231         4,825         1,406
                                                    Used vehicle                                      11,830         5,283         6,547
                                                    Total vehicles sold                               22,385         5,283        17,102

                                                    New retail vehicles                $      16,071         $        -    $   16,071
                                                    Used vehicles
                                                    Retail                                    15,373             11,638         3,735
                            Revenue per vehicle     Wholesale                                 10,849              8,745         2,104
                                                    Used vehicle                              12,990              8,831         4,159
                                                    Finance and insurance                      2,687              1,905           782
                                                    Parts and service and other                4,146                  -         4,146
                                                    Total revenue per retail vehicle   $      22,662         $   13,541    $    9,121

                                                    New vehicle                        $       3,153         $        -    $    3,153
                                                    Used vehicle                               2,126              3,210        (1,084)
                          Gross Profit per vehicle  Finance and insurance                      1,803              1,904          (101)
                                                    Parts and service                          1,874                  -         1,874
                                                    Total gross profit per retail
                                                    vehicle (1)                        $       6,394         $    5,114    $    1,280

____________________

(1) Values ​​per vehicle calculated as gross revenue or profit, as applicable, divided by its respective units sold, except for other and total categories which are divided by the total number of used units sold.

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Revenue

Total vehicle revenue increased by $386,148 to $433,674 for the year ended
December 31, 2021 compared to $47,526 in 2020. The Acquisition Effect specific
to new vehicles, F&I and PAS revenue accounted for approximately $169,632,
$42,530, and $66,969, respectively, of the increase; the Company did not sell
new vehicles prior to the RideNow Transaction. The total number of vehicles sold
increased by 17,102 to 22,385 for the year ended December 31, 2021, driven
primarily from the Acquisition Effect; new vehicle sales accounted for 10,555 of
the increase, used units increased by 6,547. It is notable that 78.5% of the
used unit increase is to retail consumers, who on average pay over $2,700 more
per vehicle than wholesale customers. Overall, the average revenue per vehicle
increased by $9,121 from $13,541 to $22,662, much of which is attributable to
higher price point vehicles like UTVs and side-by-sides. We anticipate that unit
purchasing levels and sales will continue to grow as we increase penetration in
existing markets, build out fulfillment centers and acquire new dealers.

Gross profit

Powersports vehicle gross profit increased by $110,366 for the year ended
December 31, 2021 compared to 2020. This increase in gross profit was primarily
due to the Acquisition Effect; $33,278 was specific to new vehicles, $18,560 was
due to used vehicles sales and F&I, and PAS collectively accounted for $58,528
of the increase. Gross Profit per vehicle increased $1,280 per unit, from $5,114
in 2020 to $6,394 in 2021. The Acquisition Effect was the primary driver of
this, as all new vehicle sales fell into this category, however F&I and parts
and service represent new revenue channels for the Company in 2021 after the
RideNow Transaction.

Year ended December 31, 2021 Compared to December 31, 2020

RumbleOn Automotive Metrics
                                                   Year Ended December 31,
                                                                                    YoY
                                                       2021            2020       Change
 Automotive        Revenue                     $     460,888        $ 337,085   $ 123,803
                   Gross Profit (1)            $      30,746        $  

28,284 $2,462

                   Vehicles sold                             12,381      

12,741 (360)

                   Revenue per vehicle         $      37,225        $  

26,457 $10,768

                   Gross Profit per vehicle    $       2,483        $   

2,220 $263

(1) Total gross margin per vehicle sold at retail is calculated by dividing the sum of new vehicle, used vehicle, financing and insurance gross margin by total retail vehicle unit sales.

Revenue

Total automotive vehicle revenue increased by $123,803 to $460,888 for the year
ended December 31, 2021 compared to $337,085 for 2020 despite a 2.8% decrease in
the total number of automotive units sold to 12,381. The revenue per vehicle in
2021 benefited from the Demand/Supply Imbalances, while the corresponding period
was materially impacted by the Nashville Tornado and the effect of
shelter-in-place orders and other responses to COVID-19.

Gross profit

Motor vehicle gross margin increased by $2,462 for $30,746 for the year ended December 31, 2021 compared to $28,284 in 2020. A 2.8% decrease in the number of motor vehicles sold was more than offset by an 11.9% increase in gross profit per motor vehicle sold at $2,483.

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Year ended December 31, 2021 Compared to December 31, 2020

RumbleOn Logistics Metrics

                                                                       Year Ended December 31,
                                                                                                        YoY
                                                                          2021           2020         Change
                                Revenue                             $      48,804    $   35,887    $   12,917
   Logistics                    Gross Profit                        $       9,600    $    7,616    $    1,984
                                Vehicles transported                          84,540        61,314        23,226
                                Revenue per vehicle transported     $         577    $      585    $       (8)
                                Gross Profit per vehicle
                                transported                         $         114    $      124    $      (10)


Revenue

Total revenue increased by $12,917 or 36.0% to $48,804 for the year ended
December 31, 2021 compared to $35,887 in 2020. The increase in total revenue
resulted from the transport of 84,540 vehicles at revenue per vehicle
transported of $577 compared to revenue from the transport of 61,314 vehicles at
a revenue per vehicle transported of $585 in 2020.

In the normal course of operations, the Company utilizes transportation services
of its vehicle logistics and transportation services segment. For the years
ended December 31, 2021 and 2020, intercompany freight services provided by
Wholesale Express was $4,925 and $4,071, respectively and was eliminated in the
consolidated financial statements.

Gross profit

Total gross profit for the year ended December 31, 2021 increased $1,984 or
26.1% to $9,600, or $114 per vehicle transported, as compared to $7,616 or $124
per vehicle transported in 2020. The increased gross profit was attributed to an
increase in the number of vehicle transported offset by slightly lower revenue
per vehicle transported and gross profit per vehicle transported.

Year ended December 31, 2021 Compared to December 31, 2020

Selling, general and administrative expenses

Selling, general and administrative expenses include costs and expenses for
compensation and benefits, advertising and marketing, development and operating
our product procurement and distribution system, managing our logistics system,
and other corporate overhead expenses, including expenses associated with
technology development, legal, accounting, finance, and business development.
Selling, general and administrative expenses will continue to increase in future
periods as we execute and aggressively expand our business through increased
marketing spending and the addition of management and support personnel to
ensure we adequately develop and maintain operational, financial and management
controls as well as our reporting systems and procedures, but we anticipate they
will decline as a percentage of sales revenue.

                                                      December 31,          

YEAR

                                                   2021           2020      

Switch

Remuneration and related costs $63,473 $22,756

$40,717

         Stock based compensation                  29,219         2,978     

26,241

         Advertising and marketing                 14,425         5,287     

9,138

         Professional fees                          4,714         3,148     

1,566

Technological development and software 1,992 1,421

571

         Facilities                                 9,568         2,837     

6,731

         General and administrative                40,686        15,232         25,454
         Total SG&A Expenses                    $ 164,077      $ 53,659      $ 110,418


Selling, general and administrative expenses increased by $110,418 for the year
ended December 31, 2021 compared to 2020. In each case other than technology
development and software, the increases were the result of the Acquisition
Effect,
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with over 1,800 additional employees, marketing initiatives at the store level,
general and administrative costs associated with a larger team, and
lease/facility expense related to 40+ new locations from the RideNow
Transaction. In the case of technology and development, in the third quarter of
2021 we began some strategic technology projects focused on inventory
management, infrastructure, and integration efforts. Notwithstanding the
preceding, both the Nashville Tornado and the nationwide economic slowdown of
COVID-19 late in the first quarter of 2020 lasting until the spring of 2021,
resulted in artificially lower costs incurred in 2020.

Depreciation and amortization

Depreciation and amortization increased by $3,960 to $6,103 for the year ended
December 31, 2021 compared to $2,143 for 2020. The increase in depreciation and
amortization is a result of the cumulative investments made in connection with
the development of the business which included capitalized technology
acquisition and development costs of $1,266 and $2,707 in additions to property
and equipment for the year ended December 31, 2021 as compared to $1,887 of
capitalized technology acquisition and development costs and $3,530 in additions
to property and equipment for the year ended December 31, 2020. For the year
ended December 31, 2021, amortization of capitalized technology development was
$1,710 as compared to $1,887 for the same period of 2020. Depreciation and
amortization on vehicle, furniture, equipment and leasehold improvements was
$210 as compared to $256 for the same period of 2020.

Interest charges

Interest expense increased $9,955 to $16,405 for the year ended December 31,
2021 compared to $6,450 in 2020. Interest expense consists of interest on the:
(i) term loan credit agreement (the "Oaktree Credit Facility"); (ii) various
floorplan facilities; (iii) private placement notes; and (iv) convertible senior
notes. The increase in interest expense for the year ended December 31, 2021 as
compared to the same period of 2020 is primarily related to the RideNow
Transaction, as we borrowed $280,000 in new debt on the Closing Date from the
Oaktree Credit Facility and RideNow had various floorplan facilities with
powersports manufacturers. The Company assumed floorplan facilities as part of
the RideNow Transaction, which were used throughout the year ended December 31,
2021 to finance the purchase of inventory. See Note 9-Notes Payable and Lines of
Credit for additional discussion.

Seasonality

Historically, both the powersports and automotive industries have been seasonal
with traffic and sales strongest in the spring and summer quarters. Sales and
traffic are typically slowest in the winter quarter but increase typically in
the spring season, coinciding with tax refunds and improved weather conditions.
Given this seasonality, we expect our quarterly results of operations, including
our revenue, gross profit, profit/loss, and cash flow to vary accordingly. Over
time, we expect to normalize to seasonal trends in both segments, using data and
logistics to move inventory to the right place, at the right time, at the right
price.

Loss contingencies and insurance recoveries

On March 3, 2020, a severe tornado damaged the Company's Nashville facilities,
and the Company incurred the following losses: (1) inventory, assessed by the
insurance carrier at approximately $13,000; (2) building and personal property
assessed by the insurance carrier at $2,783; and (3) loss of business income,
for which the company has coverage in the amount of $6,000.
The Company's inventory claim is subject to a litigation with the carrier as to
the policy limits applicable to the loss; however, the insurer has, to date,
advanced $8,750, $3,135 of which was funded in 2021, against the final
settlement. The insurer has agreed to pay the full $2,778 limit, net of
deductible, on the building and personal property loss and to date has advanced
$2,270 to the landlord. The loss of business income claim is ongoing and remains
in the process of negotiation, however, the insurer has advanced $250 against
the final settlement during the year ended December 31, 2020. The Company will
continue to pursue the claims but can make no assurance that additional amounts
will be recovered.

During the year ended December 31, 2020, the Company recorded an impairment loss
on inventory of $11,738 comprised of $4,454 for vehicles that were a total loss
and $7,284 in loss in value for vehicles partially damaged and subject to
repair. The impairment loss is reported in cost of revenue in the consolidated
statements of operations. Advances made against the final settlement of the
inventory claim have been recorded as a separate component of operating loss in
the Consolidated Statement of Operations in the period in which received.
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Derivative liability

As part of our various financings, we carry out an analysis of each financial instrument in order to determine the appropriate accounting treatment, including those which, where applicable, require a bifurcation into liability and equity components; we have determined that the following financings include such components:

Senior Convertible Bonds

In connection with the issuance of the Convertible Senior Notes, a derivative
liability was recorded at issuance with an interest make whole provision of $21
based on a lattice model using a stock price of $14.60, and estimated volatility
of 55.0% and risk-free rates over the entire 10-year yield curve.

The change in value of the derivative liability for the year ended December 31,
2021 and 2020 was approximately $49 and $11, respectively, and is included in
change in derivative liability in the Consolidated Statement of Operations. The
value of the derivative liability as of December 31, 2021 and 2020 was
approximately $66 and $17, respectively.

Oaktree Mandate

In connection with providing the debt financing for the RideNow Transaction, and
pursuant to the commitment letter executed on March 15, 2021, the Company issued
warrants to purchase $40,000 of shares of Class B common stock to Oaktree
Capital Management, L.P. and its lender affiliates (the "Warrant"). The initial
warrant liability and deferred financing charge recognized was $10,950. The
warrant liability was subject to remeasurement at each balance sheet date and
any change in fair value was recognized as a component of change in derivative
liability in the Consolidated Statements of Operations. The fair value of the
Warrant was estimated using a Monte Carlo simulation based on a combination of
level 1 and level 2 inputs. Upon closing of the RideNow Transaction, the
warrants were considered equity linked contracts indexed to the Company's stock
and therefore met the equity classification guidance. As a result, the $19,700
was reclassified to additional paid-in-capital. The $10,950 deferred financing
charge was reclassified as part of the debt discount related to the Oaktree
Credit Agreement. The recognition of the warrant liability and deferred
financing charge and the reclassification of the warrant liability to additional
paid-in capital and the reclassification of the deferred financing charge to
debt discount are non-cash items.

Stock-based compensation

In connection with the closing of the RideNow Transaction and the execution of
the certain Executive Employment Agreements, the Company accelerated the vesting
of and waived certain market-based share price hurdles for all then outstanding
restricted stock units ("RSUs") for all participants, which resulted in excess
of $23,943 of incremental stock-based compensation for the year ended December
31, 2021.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and should not be considered as
an alternative to operating income (loss) or net income (loss) 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, interest
income and miscellaneous income, changes in derivative liabilities and certain
recoveries, income tax benefits, 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.

For the years ended December 31, 2021 and 2020, the adjustments made to the calculation of adjusted EBITDA mainly include:

• Impairment of inventory and plant and equipment resulting from the Nashville tornado and related proceeds received from the Company’s insurance companies,

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• Non-cash stock-based compensation expense recognized in the consolidated statement of income,

• Acquisition costs associated with the RideNow transaction, which primarily include professional fees and third-party costs,

•Other non-reoccurring costs, which include one-time expenses incurred. For the
year ended December 31, 2021, approximately $1,342 was incurred for compensation
to the estate of Steven R. Berrard, the Company's former Chief Financial
Officer,

• Paycheck Protection Program (“PPP”) loan forgiveness, which includes loan principal balances canceled by the Small Business Administration (“SBA”), and

• Purchase accounting adjustments, primarily comprised of inventory valuation adjustments acquired as part of the RideNow transaction, which increased the cost of products included in the Consolidated Statement of Income.

The following tables reconcile Adjusted EBITDA to net loss for the periods
presented:

                                                                     December 31,
                                                                  2021          2020
Net loss                                                       $ (9,725)     $ (24,999)
Add back:
Interest expense (including debt extinguishment)                 16,405     

6,450

Depreciation and amortization                                     6,103     

2,143

Change in derivative liabilities                                  8,799            (11)
Income tax benefit                                              (21,665)             -
EBITDA                                                              (83)       (16,417)
Adjustments:
Impairment loss on automotive inventory                               -     

11,738

Impairment loss on plant & equipment                                  -            178
Insurance proceeds                                               (3,135)        (5,615)
Stock based compensation                                         29,219          2,978

Acquisition costs associated with the RideNow transaction 4,281

         -
Other non-reoccurring costs                                       2,025          1,347
PPP loan forgiveness                                             (2,682)             -
Purchase accounting related                                       1,388              -
Adjusted EBITDA                                                $ 31,013      $  (5,791)







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Pro forma adjusted EBITDA

The following additional pro forma information presents the pro forma financial results as if the RideNow transaction had occurred at January 1, 2020.

Additions and adjustments to the pro forma Adjusted EBITDA calculation are consistent with the adjustments used to calculate Adjusted EBITDA. For the years ended December 31, 2021 and 2020, pro forma adjustments to EBITDA primarily represent the amortization of debt charges and gross margin on intercompany transactions on a pro forma basis.

                                                                     December 31,
                                                                  2021          2020
Net income                                                     $ 45,565      $ 18,914
Add back:
Interest expense (including debt extinguishment)                 40,347     

47,312

Depreciation and amortization                                    13,199     

13,607

Interest income and miscellaneous income                         (1,389)    

(1,967)

Change in derivative liabilities                                  8,799           (10)
Income tax benefit                                               (2,706)        6,305
EBITDA                                                          103,815        84,161
Adjustments:
Impairment loss on automotive inventory                               -     

11,738

Impairment loss on plant & equipment                                  -           178
Insurance proceeds                                               (3,135)       (4,810)
Stock based compensation                                         29,219         3,175

Acquisition costs related to the RideNow transaction 4,281

        -
Other non-reoccurring costs                                       2,025         1,347
PPP loan forgiveness                                            (21,721)            -
Purchase accounting related                                       1,388             -
Adjusted EBITDA                                                 115,872        95,789
Pro Forma Adjustments                                             2,525           124
Pro Forma Adjusted EBITDA                                       118,397        95,913



Cash and capital resources

Our primary sources of liquidity are available cash, amounts available under our
floor plan lines of credit, and monetization of our retail loan portfolio.
During the year ended December 31, 2021, we completed two public offerings that
provided net proceeds of $191,000 and obtained the Oaktree Credit Facility,
which initially provided net proceeds of $261,000 that was used to finance a
portion of the cash consideration for the RideNow Transaction. As of
December 31, 2021, the Oaktree Credit Facility provides for up to $120,000 in
additional financing that may be used for acquisitions and up to an additional
$100,000 in incremental financing that may be used for acquisitions and working
capital purposes. On February 18, 2022, in conjunction the acquisition of
Freedom Powersports, the Company drew down $83,400 against the Oaktree Credit
Facility.

Our financial statements reflect estimates and assumptions made by management
that affect the carrying values of the Company's assets and liabilities,
disclosures of contingent assets and liabilities, and the reported amounts of
revenue and expenses during the reporting period. The judgments, assumptions and
estimates used by management are based on historical experience, management's
experience, and other factors, which are believed to be reasonable under the
circumstances. Because of the nature of the judgments and assumptions made by
management, actual results could differ materially from these judgments and
estimates, which could have a material impact on the carrying values of the
Company's assets and liabilities and the results of operations. We will continue
to evaluate the nature and extent of the impact to our business and our results
of
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operations and financial condition as conditions evolve due to the COVID-19 pandemic and resulting supply and demand imbalances.

The Company's consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which assumes the continuity of
operations, the realization of assets and the satisfaction of liabilities as
they come due in the normal course of business. Management believes that current
working capital, results of operations, and existing financing arrangements are
sufficient to fund operations for at least one year from the financial statement
date.

We had the following liquidity resources available as of December 31, 2021 and
December 31, 2020:

                                                           December 31,
                                                        2021          2020
Cash                                                 $  48,974      $ 1,467
Restricted cash (1)                                        3,000      2,049
Total cash and restricted cash                          51,974        3,516

Availability under short-term revolving facilities 124 116 2,188 Committed liquidity resources available

              $ 176,090      $ 5,704




(1) Amounts included in restricted cash represent deposits required under the Corporation’s short-term revolving facilities.

As of December 31, 2021, and 2020, excluding operating lease liabilities and the
derivative liability, the outstanding principal amount of indebtedness was
$384,585 and $53,109, respectively, summarized in the table below. See Note
9-Notes Payable and Lines of Credit, Note 10-Convertible Notes, and Note
11-Stockholders Equity to our consolidated financial statements included in Part
II, Item 8, Financial Statements and Supplementary Data of this 2021 Form 10-K
for further information on our debt.

                                                            December 31,
                                                         2021           2020
Asset-Based Financing:
Inventory                                             $  97,278      $ 17,812
Total asset-based financing                              97,278        17,812
Term loan facility                                      279,300             -
Secured notes payable                                         -         2,391
Unsecured senior convertible notes                       39,006        39,774
PPP and other loans                                       4,472         5,177
Total debt                                              420,056        65,154

Less: unamortized discount and debt issue costs (35,471) (12,045) Total debt, net

                                       $ 384,585      $ 53,109


The following table provides a summary of our cash flows.

                                                            December 31,
                                                         2021           

2020

Net cash (used in) provided by operating activities $(32,177) $17,143
Net cash used in investing activities

                  (378,831)       

(2,282)

Net cash provided by (used in) financing activities 459,466 (18,071) Net increase (decrease) in cash

                       $  48,458      $ 

(3,210)

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Operational activities

Our primary sources of operating cash flows result from the sales of new and
pre-owned vehicles and ancillary products. Our primary uses of cash from
operating activities are purchases of inventory, parts and merchandise, cash
used to acquire customers, technology development, and personnel-related
expenses. For the year ended December 31, 2021, net cash used in operating
activities of $32,177 was an increase of $49,320 compared to net cash provided
by operating activities of $17,143 in 2020. The increase in our net cash used in
operating activities was primarily due to: (i) an outflow of $45,732 in
operating assets and liabilities, primarily in vehicle inventory, other assets,
and accounts receivable and (ii) an adjustment in the valuation of the deferred
taxes of $22,545; partially offset by a decrease in our net loss of $15,274 and
the recognition of the stock based compensation expense of $29,219.

Investing activities

Our primary use of cash for investing activities is for technology development
and acquisitions to expand our operations. Cash used in investing activities for
the year ended December 31, 2021 was $378,831, an increase of $376,549 compared
to 2020.  The increase in cash used in investing activities results from (i)
primarily the 2021 acquisition of RideNow, (ii) additional purchase of property
and equipment of $5,646 to expand our operations, and (iii) an outflow of $1,871
in technology development during the year ended December 31, 2021 as compared to
2020.

Financing Activities

Cash flows from financing activities primarily relate to our short and long-term
debt activity and proceeds from equity issuances which have been used to provide
working capital and for general corporate purposes, including paying down our
short-term revolving facilities. Cash provided by financing activities was
$459,466 for the year ended December 31, 2021 compared to net cash used in
financing activities of $18,071 for 2020. The $477,537 increase in cash provided
by financing activities for the year ended December 31, 2021 as compared to the
same period of 2020 was a result of: (i) an increase in net proceeds of $261,451
received from the senior secured debt; (ii) proceeds of $191,241 received from
sale of common stock in April 2021 and August 2021; and (iii) an increase in
borrowings of $17,187 on the floor plan lines of credit; partially offset by the
repayment of notes payable.

Off-balance sheet arrangements

As of December 31, 2021, we did not have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenue or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

Subsequent Events

Acquisition of Freedom Powersports

On February 18, 2022, the Company closed on the acquisition of Freedom
Powersports, which included all business and real estate assets, subject to
customary net working capital and indebtedness adjustments, for an aggregate
consideration of approximately $129,971. The aggregate consideration consisted
of approximately $83,291 for the Freedom Powersports business and approximately
$46,680 for acquired real estate properties, including the payoff of outstanding
mortgage debt on the real estate assets in the aggregate amount of approximately
$27,025. The aggregate consideration was paid using cash on hand, $84,500 drawn
from the Company's delayed draw facility under the Oaktree Credit Facility, and
the issuance of 1,048,718 restricted shares of RumbleOn Class B common stock.
The restricted shares are subject to a six-month lock-up and resale registration
rights.

Funding of RumbleOn’s Consumer Credit Subsidiary

On February 4, 2022ROF SPV I, LLC (“ROF SPV”), an indirect subsidiary of
rumble onentered into a secured loan facility primarily to provide up to
$25,000. All loans under this agreement will be secured by certain collateral, including consumer loans purchased by ROF SPV.

ROF SPV and ROF have provided customary representations and covenants under the agreements, which include financial covenants and collateral performance covenants. Loans sold to or into the facility are subject to certain eligibility criteria, concentration limits and reservations.

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Related Party Software License

On January 19, 2022, the Audit Committee approved, and the Company entered into
both a Perpetual Software License Purchase Agreement, and a Platform Service
Agreement with Bidpath Incorporated, a Company owned by Adam Alexander, a member
of the Company's Board of Directors. The license agreement provides the Company
with a perpetual, non-exclusive license to the then-current source code as well
as all future source code. This code provides additional functionality to the
Company's inventory management platform, and the Company is paying in aggregate
$3,600, of which $1,080 has been paid to date, The services agreement provides
for support and maintenance services on a monthly basis for $30 per month. The
initial terms is thirty-six (36) months but can be terminated by either party
upon sixty (60) days notice to the other party.

Appointment of the financial director

On February 1, 2022the company has appointed Narinder Sahai as the Company’s Chief Financial Officer.

Change of leaders

On February 11, 2022, William Coulterdirector and executive vice-president of the Company, and Marc Tkach, Director and Chief Operating Officer of the Company, has resigned from all of his positions within the Company. The Company has appointed Pierre Levythe President of the Company, to also hold the position of Chief Operating Officer of the Company.

Redemption of convertible note

On January 31, 2022the Company has made its last scheduled payment on the convertible bond entered into on February 3, 2019 as part of the acquisition of AutoSport. The book value on the Company’s balance sheet at December 31, 2021 been $154.

Significant Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with United States generally accepted accounting principles
("GAAP"). The preparation of these financial statements requires management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenue and expenses and related disclosures of contingent assets
and liabilities at the date of our financial statements. Actual results may
differ from these estimates under different assumptions or conditions, impacting
our reported results of operations and financial condition.

Certain accounting policies involve significant judgments and assumptions by
management, which have a material impact on the carrying value of assets and
liabilities and the recognition of income and expenses. Management considers
these accounting policies to be critical accounting policies. The estimates and
assumptions used by management are based on historical experience and other
factors, which are believed to be reasonable under the circumstances. The
significant accounting policies and estimates which we believe are the most
critical to aid in fully understanding and evaluating our reported financial
results are described below. Refer to Note 1 - Description of Business and
Summary of Significant Accounting Policies of the consolidated financial
statements included in Part II, Item 8, Financial Statements and Supplementary
Data, of this 2021 Form 10-K, for more detailed information regarding our
critical accounting policies.

Revenue recognition

We adopted ASC 606, Revenue from Contracts with Customers on January 1, 2018
using the modified retrospective method. ASC 606 prescribes a five-step model
that includes: (1) identify the contract; (2) identify the performance
obligations; (3) determine the transaction price; (4) allocate the transaction
price to the performance obligations; and (5) recognize revenue when (or as)
performance obligations are satisfied. Based on the manner in which we
historically recognized revenue, the adoption of ASC 606 did not have a material
impact on the amount or timing of our revenue recognition, and we recognized no
cumulative effect adjustment upon adoption.

For vehicles sold at wholesale to dealers we satisfy our performance obligation
for vehicles sales when the wholesale purchaser obtains control of the
underlying vehicle, which is upon delivery when the transfer of title, risks and
rewards of ownership and control pass to the dealer. We recognize revenue at the
amount we expect to receive for the pre-owned vehicle, which is the fixed price
determined at the auction. The purchase price of the wholesale vehicle is
typically due and collected within 30 days of delivery of the wholesale vehicle.
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For vehicles sold to consumers the purchase price is set forth in the customer
contracts at a stand-alone selling price which is agreed upon prior to delivery.
We satisfy our performance obligation for pre-owned vehicle sales upon delivery
when the transfer of title, risks and rewards of ownership and control pass to
the customer. We recognize revenue at the agreed upon purchase price stated in
the contract, including any delivery charges, less an estimate for returns. Our
return policy allows customers to initiate a return during the first three days
after delivery. Estimates for returns are based on an analysis of historical
experience, trends and sales data. Changes in these estimates are reflected as
an adjustment to revenue in the period identified. The amount of consideration
received for pre-owned vehicle sales to consumers includes noncash consideration
representing the value of trade-in vehicles, if applicable, as stated in the
contract. Prior to the delivery of the vehicle, the payment is received, or
financing has been arranged. Payments from customers that finance their
purchases with third parties are typically due and collected within 30 days of
delivery of the pre-owned vehicle. In future periods additional provisions may
be necessary due to a variety of factors, including changing customer return
patterns due to the maturation of the online vehicle buying market, macro- and
micro-economic factors that could influence customer return behavior and future
pricing environments. If these factors result in adjustments to sales returns,
they could significantly impact our future operating results. Revenue exclude
any sales taxes, title and registration fees, and other government fees that are
collected from customers.

Vehicle logistics revenue is generated primarily by entering into freight
brokerage agreements with dealers, distributors, or private party individuals to
transport vehicles from a point of origin to a designated destination. The
transaction price is based on the consideration specified in the customer's
contract. A performance obligation is created when the customer under a
transportation contract submits a bill of lading for the transport of goods from
origin to destination. These performance obligations are satisfied as the
shipments move from origin to destination. The freight brokerage agreements are
fulfilled by independent third-party transporters. While the Company is
primarily responsible for fulfilling to customers, these transporters are
obligated to meet our performance obligations and standards. Performance
obligations are short-term, with transit days less than one week. Generally,
customers are billed either upon shipment of the vehicle or on a monthly basis,
and remit payment according to approved payment terms, generally not to exceed
30 days. Revenue is recognized as risks and rewards of transportation of the
vehicle is transferred to the owner during delivery. Wholesale Express is
considered the principal in the delivery transactions since it is primarily
responsible for fulfilling the service. As a result, revenue is recorded gross.

Inventory valuation

Pre-owned vehicle inventory is accounted for pursuant to ASC 330, Inventory and
consists of pre-owned vehicles primarily acquired from consumers and includes
the cost to acquire and recondition a pre-owned vehicle. Reconditioning costs
are billed by third-party providers and includes parts, labor, and other repair
expenses directly attributable to a specific vehicle. Transportation costs are
expensed as incurred. Pre-owned inventory is stated at the lower of cost or net
realizable value. Vehicle inventory cost is determined by specific
identification. Net realizable value is based on the estimated selling price
less costs to complete, dispose and transport the vehicles. Selling prices are
derived from historical data and trends, such as sales price and inventory turn
data of similar vehicles, as well as independent market resources. Each
reporting period, the Company recognizes any necessary adjustments to reflect
pre-owned vehicle inventory at the lower of cost or net realizable value, which
is recognized in cost of revenue in our Consolidated Statements of Operations.

Good will

Goodwill represents the excess of the consideration transferred over the fair
value of the identifiable assets acquired and liabilities assumed in business
combinations. Goodwill is tested for impairment annually as of December 31st, or
whenever events or changes in circumstances indicate that an impairment may
exist.

We have three reportable segments as defined in generally accepted accounting
principles for segment reporting: (1) powersports, (2) automotive and
(3) vehicle logistics, each of which is separately evaluated for purposes of
goodwill testing. We first review qualitative factors to determine whether it is
more likely than not that the fair value of a reporting unit is less than its
carrying amount; if we determine that it is not more likely than not that the
fair value of a reporting unit is less than its carrying amount, then our
goodwill is not considered to be impaired. However, if based on the qualitative
assessment we conclude that it is more likely than not that the fair value of
the reporting unit is less than its carrying amount, or if we elect to bypass
the optional qualitative assessment as provided for under GAAP, we proceed with
performing the quantitative impairment test.

In connection with its annual goodwill impairment test as of December 31, 2021,
the Company performed impairment assessments by reviewing qualitative factors
for each of its reporting units. The results of the assessments indicated that
it was not more likely than not that the fair value of the reporting units were
greater than the carrying values and no goodwill impairment was determined to
exist for the year ended December 31, 2021.
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Newly issued accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial instruments - Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU
2016-13"), which amends the guidance on the impairment of financial instruments
by requiring measurement and recognition of expected credit losses for financial
assets held. ASU 2016-13 is effective for fiscal years, and for interim periods
within those fiscal years, beginning after December 15, 2019, and earlier
adoption is permitted beginning in the first quarter of fiscal 2019. In November
2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses
(Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):
Effective Dates ("ASU 2019-10"). The purpose of this amendment is to create a
two-tier rollout of major updates, staggering the effective dates between larger
public companies and all other entities. This granted certain classes of
companies, including Smaller Reporting Companies ("SRCs"), additional time to
implement major FASB standards, including ASU 2016-13. Larger public companies
will still have an effective date for fiscal years beginning after December 15,
2019, including interim periods within those fiscal years. All other entities
are permitted to defer adoption of ASU 2016-13, and its related amendments,
until the earlier of fiscal periods beginning after December 15, 2022. Under the
current SEC definitions, the Company meets the definition of an SRC as of the
ASU 2019-10 issuance date and is adopting the deferral period for ASU 2016-13.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 removes
certain exceptions to the general principles in Topic 740 and also clarifies and
amends existing guidance to improve consistent application. The Company adopted
ASU 2019-12 for its fiscal year beginning January 1, 2021 and it did not have a
material effect on its consolidated financial statements.

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