Delivered Record Revenue of $546.1 million — over Half a Billion in a Quarter for the First Time
Generated Gross Profit of $138.0 million, an Increase of 31% Sequentially
Reported Diluted Earnings per Share of $0.87 and Adjusted Diluted Earnings per Share of $1.20

RumbleOn, Inc. (NASDAQ:RMBL) (the "Company" or "RumbleOn"), the nation's first technology-based omnichannel powersports platform, today announced operational and financial results for the three months ended June 30, 2022. RumbleOn management is hosting an investor call to discuss the Company's results today, August 9, 2022, at 7:30 am CT (8:30 am ET).

Financial and Operational Highlights for the Second Quarter 2022

Total Unit Sales of 23,330 across Powersports and Automotive segments increased 20.4% sequentially
Strong Powersports Unit growth of 23.6% sequentially resulting in 20,713 total Powersports Units sold driven by sustained momentum in Used Retail Powersports Units which increased 41.3% sequentially to 8,619 units
Record Total Company Revenue of $546.1 million, up 18.7% sequentially, driven by exceptional Powersports segment Revenue of $414.8 million, an increase of 23.2% sequentially
Gross Profit of $138.0 million, an increase of over 31% sequentially, and Gross Profit Margin of 25.3%, an increase of 240 bps sequentially
Net Income of $14.0 million increased 53.5% sequentially with Diluted Earnings per Share of $0.87
Excluding charges and credits but including stock-based compensation expense, Adjusted Net Income of $19.3 million increased 59.5% sequentially with Adjusted Diluted Earnings per Share of $1.20
Adjusted EBITDA of $44.3 million increased 41.0% sequentially
Continued strong cash generation with Cash Flow from Operating Activities of $50.0 million for the six months ended June 30, 2022, while accelerating strategic investments in facilities, technology, and people & processes aimed at building scale
Significant financial flexibility with cash and cash equivalents, including restricted cash, of $77.7 million and total available liquidity of $270.0 million as of June 30, 2022, which excludes equity in owned Used Powersports inventory of over $86.0 million
Outlook reaffirmed for Full Year 2022 Revenue of $1.9 Billion to $2.0 Billion and Adjusted EBITDA of at least $145.0 million

Management Commentary

Marshall Chesrown, RumbleOn's Chairman and Chief Executive Officer commented, "In a quarter marked by macroeconomic uncertainty, RumbleOn executed. We saw strong demand for our offering in Q2 and delivered another quarter of profitable growth while driving gross margin expansion and robust cash generation. We are building the future of powersports by delivering an unparalleled customer experience, both online and in the showroom, through our unique onmnichannel offering, and we continue to capture market share."

"We are keeping our eyes firmly focused on our North Star: providing customers an unparalleled choice of products and services, and an unmatched buying experience both online and in our retail locations, while we strengthen our foundation to support future growth," concluded Chesrown.

Second Quarter 2022 — Summary Financial Results

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

Unless otherwise noted, all comparisons are on a sequential basis for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022.

	(Unaudited)
$ in millions except per share amounts	Three Months Ended									Change
	Jun 30, 2022			Mar 31, 2022			Jun 30, 2021			Sequential		Year-over- Year
Total Unit Sales (#)		23,330			19,380			5,711		20.4	%	309	%

Total Revenue	$	546.1		$	459.9		$	168.3		18.7	%	224	%
Gross Profit	$	138.0		$	105.2		$	19.5		31.1	%	608	%
Gross Profit Margin		25.3	%		22.9	%		11.6	%	240 bps		1,370 bps

Net Income (Loss)	$	14.0		$	9.1		$	(3.4	)	53.5	%	nm
Diluted Earnings (Loss) per Share	$	0.87		$	0.58		$	(1.05	)	50.0	%	nm

Adjusted EBITDA	$	44.3		$	31.4		$	3.0		41.0	%	nm
Adjusted EBITDA Margin		8.1	%		6.8	%		1.8	%	130 bps		630 bps
Adjusted Net Income (Loss)	$	19.3		$	12.1		$	(2.4	)	59.5	%	nm
Adjusted Diluted Earnings (Loss) per Share	$	1.20		$	0.77		$	(0.76	)	55.8	%	nm
nm = not meaningful

Total unit sales grew 20.4% to 23,330 units. Powersports segment made up approximately 88.8% of total unit sales in the second quarter and the automotive segment made up the remaining approximately 11.2%.

Total revenue grew 18.7% to $546.1 million, driven primarily by strength across the powersports segment. Powersports segment revenue made up approximately 76.0% of total revenue in the second quarter, the automotive segment made up approximately 21.2%, and the vehicle logistics segment made up approximately 2.8%.

Gross profit grew 31.1% to $138.0 million and gross profit margin was 25.3%, up from 22.9%. Increases were driven by broad based strength across all three business segments. The powersports segment contributed approximately 94.3% of total gross profit in the second quarter, and the automotive and vehicle logistics segments made up approximately 3.4% and 2.3%, respectively.

Operating expenses were $106.0 million, or 19.4% of revenue, compared to $82.6 million, or 17.9% of revenue. Total stock-based compensation was $2.8 million up from $1.9 million in the prior quarter.

Net income was $14.0 million, or 2.6% of revenue, up 53.5% from $9.1 million, or 2.0% of revenue. Earnings per basic diluted share was $0.87 compared to $0.58.

Adjusted net income was $19.3 million, or 3.5% of revenue, up from $12.1 million or 2.6% of revenue. Adjusted earnings per diluted share was $1.20 compared to $0.77.

Adjusted EBITDA was $44.3 million, or 8.1% of revenue, up 41.0% from $31.4 million, or 6.8% of revenue.

Cash and cash equivalents as of June 30, 2022, including restricted cash, was approximately $77.7 million, and total debt was $385.4 million. Availability under our short-term revolving credit facilities totaled approximately $192.3 million. Total available liquidity, defined as cash and cash equivalents, including restricted cash, plus availability under our short-term revolving credit facilities totaled approximately $270.0 million.

Cash flow from operating activities was $50.0 million for the six months ended June 30, 2022.

Weighted average basic shares of Class B common stock outstanding were 16,059,288 and weighted average diluted shares of Class B common stock outstanding were 16,095,862. As of June 30, 2022, RumbleOn had 15,940,866 total shares of Class B common stock, and 50,000 shares of Class A common stock outstanding.

Full Year 2022 — Financial Outlook

Narinder Sahai, RumbleOn's Chief Financial Officer commented, "We delivered exceptional growth during the seasonally strongest second quarter and are pleased to reiterate our full year Revenue and Adjusted EBITDA guidance. Despite a tough macroeconomic backdrop, we continue to see robust demand as consumers turn to our differentiated omnichannel platform. While we are not immune to macro headwinds, we are confident in our ability to respond to changes quickly and prudently."

"RumbleOn has a durable business model with unique advantages enabling us to continue to deliver revenue growth and profitability, with strong unit economics, and robust cash generation," concluded Sahai.

RumbleOn is reiterating its outlook for the full year 2022:

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

While there is minimal seasonality between the first half and second half of the year, RumbleOn does experience seasonality on a quarterly basis, with the second quarter being the seasonally strongest quarter of the year, and the third quarter being the weakest. As such, the Company anticipates a sequential decline in the third quarter revenue, with a return to sequential revenue growth in the fourth quarter.

Including Freedom Powersports, New Powersports Unit Sales in the first half of this year declined in the mid-single digits on a year-over-year comparable pro forma basis. Given New Powersports Unit Sales in the first half of this year have materialized at levels below RumbleOn's original forecast of flat to slightly down year-over-year due to manufacturer's supply chain constraints, the Company's reaffirmed guidance now contemplates a decline in New Powersports Unit Sales in the mid-single digits for the full year.

RumbleOn is benefiting from a strong demand for Used Powersports. The Company continues to align its inventory acquisition with demand, adjusting Used Powersports inventory levels, and leveraging its omnichannel platform to channel Used Powersports units through its retail locations. Consistent with its prior expectations, the Company anticipates the growth in Used Retail Powersports Unit Sales to be in excess of 50% year-over-year, offsetting the year-over-year decline in New Powersports Unit Sales for the year.

RumbleOn now expects the revenue from non-powersports segments in the second half of the year to be approximately consistent with that in the first half of the year.

Second Quarter 2022 — Segment Results

Unless otherwise noted, all comparisons are on a sequential basis for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022.

Powersports Segment
	(Unaudited)
$ in millions except per unit	Three Months Ended						Change
	Jun 30, 2022		Mar 31, 2022		Jun 30, 2021		Sequential		Year-over- Year
Unit Sales (#)
New		11,366		9,677		—	17.5	%	nm
Used		9,347		7,080		2,411	32.0	%	288	%
Total Powersports Unit Sales		20,713		16,757		2,411	23.6	%	759	%

Revenue
New	$	184.1	$	162.2	$	—	13.5	%	nm
Used	$	128.6	$	92.4	$	27.5	39.2	%	368	%
Finance & Insurance, net	$	36.8	$	27.5	$	0.5	33.8	%	nm
Parts, Services, and Accessories	$	65.3	$	54.7	$	—	19.4	%	nm
Total Powersports Revenue	$	414.8	$	336.8	$	28.0	23.2	%	1,381	%

Gross Profit
New	$	37.3	$	31.2	$	—	19.6	%	nm
Used	$	24.5	$	15.2	$	6.5	61.2	%	277	%
Finance & Insurance, net	$	36.8	$	27.5	$	0.5	33.8	%	nm
Parts, Services, and Accessories	$	31.4	$	25.3	$	—	24.1	%	nm
Total Powersports Gross Profit	$	130.0	$	99.2	$	7.0	31.0	%	1,757	%
Powersports GPU ¹	$	4,938	$	4,681	$	—	5.5	%	nm

¹Powersports GPU represents powersports gross profit per retail vehicle. "Powersports GPU" is the gross profit attributable to powersports vehicles sold, inclusive of finance & insurance, net, divided by retail powersports units sold. Note that Powersports GPU excludes gross profit from Parts, Services, and Accessories.

nm = not meaningful

Used Powersports Units, which includes used retail and wholesale Powersports Units, grew 32.0% sequentially. RumbleOn continued to benefit from strength in acquiring used powersports units from consumers, significant expansion of its retail locations, and a strong demand environment. As such, RumbleOn placed more used powersports inventory in its retail locations, which drove an increase in used retail unit sales.

Used Retail Powersports Units grew approximately 41.3% sequentially. Revenue from Used Retail Powersports Units increased 41.8% and Gross Profit from Used Retail Powersports Units increased 51.3% sequentially.
Used Wholesale Powersports Units and Revenue were down 25.6% and 1.1%, respectively. Used Wholesale Powersports Gross Profit was up 384.0% sequentially.

New Powersports Unit growth sequentially was driven by the contribution from Freedom Powersports acquisition, which closed on February 18, 2022.

Powersports GPU was $4,938, as compared to $4,681 in the prior quarter. Powersports GPU is the gross profit attributable to Powersports Units sold, inclusive of Finance & Insurance, net, divided by New and Used Retail Powersports Units sold. Note that Powersports GPU excludes gross profit from Parts, Services, and Accessories.

Automotive Segment
	(Unaudited)
$ in millions	Three Months Ended						Change
	Jun 30, 2022		Mar 31, 2022		Jun 30, 2021		Sequential		Year-over- Year
Automotive Unit Sales (#)		2,617		2,623		3,300	(0.2	)%	(20.7	)%
Automotive Revenue	$	115.7	$	110.7	$	127.3	4.5	%	(9.1	)%
Automotive Gross Profit	$	4.7	$	3.4	$	10.2	38.2	%	(53.9	)%

Revenue from the automotive segment increased 4.5% sequentially, primarily driven by a 4.8% increase in revenue per automotive unit sold in the quarter. Automotive Gross Profit was up due to an increase in gross profit per vehicle.

Vehicle Logistics Segment
	(Unaudited)
$ in millions	Three Months Ended						Change
	Jun 30, 2022		Mar 31, 2022		Jun 30, 2021		Sequential		Year-over- Year
Vehicles Transported (#)		25,472		21,831		23,502	16.7	%	8.4	%
Vehicle Logistics Revenue	$	16.6	$	13.6	$	14.5	22.1	%	14.5	%
Vehicle Logistics Gross Profit	$	3.2	$	2.6	$	2.4	23.1	%	33.3	%

Revenue from the Vehicle logistics segment was up 22.1% sequentially, driven by an increase in the number of vehicles transported and increased revenue per vehicle transported which reached $653.0 in the second quarter.

Gross profit for this segment was up sequentially, driven primarily by an increase in gross profit per vehicle transported and an increase in vehicles transported.

Conference Call Details

RumbleOn's management will host a conference call to discuss its operational and financial results, and provide a detailed outlook on August 9, 2022 at 8:30 a.m. Eastern Time. A live and archived webcast can be accessed from RumbleOn's Investor Relations website. To access the conference call telephonically, callers may dial 1-855-327-6837 (or 1-631-891-4304 for callers outside of the United States) and enter conference ID 10019789.

About RumbleOn

RumbleOn, Inc. is the nation's first technology-based omnichannel powersports platform. Headquartered in the Dallas Metroplex, RumbleOn is revolutionizing the customer experience for outdoor enthusiasts across the country and making Powersports vehicles accessible to more people, in more places than ever before. To learn more please visit us online at https://www.rumbleon.com/.

Cautionary Note on Forward-Looking Statements

This press release may contain "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release and are advised to consider the factors listed under the heading "Forward-Looking Statements" and "Risk Factors" in the Company's SEC filings, as may be updated and amended from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

As required by the rules of the Securities and Exchange Commission ("SEC"), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to U.S. GAAP.

Adjusted EBITDA is defined as net income (loss) adjusted to add back interest expense (including debt extinguishment), depreciation and amortization, changes in derivative liability, non-cash stock-based compensation costs, transaction costs, litigation expenses, and other non-recurring costs, as these recoveries, charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance.

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure and capital investments.

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

RumbleOn, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands; except per share amounts)

	June 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash	$	68,182		$	48,974
Restricted cash		9,500			3,000
Accounts receivable, net		51,771			40,166
Inventory		247,711			201,666
Prepaid expense and other current assets		6,911			6,335
Total current assets		384,075			300,141
Property and equipment, net		77,690			21,417
Right-of-use assets		171,565			133,112
Goodwill		253,415			260,922
Intangible assets, net		359,265			302,066
Other assets		25,547			10,091
Total assets		1,271,557			1,027,749
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities		83,310			57,068
Vehicle floor plan note payable		138,986			97,278
Current portion lease liabilities		22,831			20,249
Current portion of long-term, convertible debts, and notes payable		2,534			4,476
Total current liabilities		247,661			179,071
Long-term liabilities:
Senior secured note		338,751			253,438
Convertible debt, net		30,509			29,242
Line of credit and notes payable		13,650			150
Operating lease liabilities		135,964			114,687
Deferred tax liabilities		11,608			7,586
Other long-term liabilities		7,451			11,930
Total long-term liabilities		537,933			417,033
		785,594			596,104
Commitments and contingencies (Notes 2, 3, 6, and 11)
Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding as of June 30, 2022 and December 31, 2021		—			—
Common A stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		0			0
Class B stock, $0.001 par value, 100,000,000 shares authorized, 15,940,866 and 14,882,022 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		16			15
Additional paid-in capital		581,198			550,055
Accumulated deficit		(90,932	)		(114,106	)
Class B stock in treasury, at cost 125,535 and 123,089 shares as of June 30, 2022 and December 31, 2021, respectively		(4,319	)		(4,319	)
Total stockholders' equity		485,963			431,645
Total liabilities and stockholders' equity	$	1,271,557		$	1,027,749

RumbleOn, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue:
Vehicles sales
Powersports	$	312,685		$	27,487		$	567,318		$	38,015
Automotive		115,730			127,286			226,459			211,357
Parts, service and accessories		65,315			—			120,052			—
Finance and insurance, net		36,848			491			64,318			818
Vehicle logistics		15,517			13,081			27,868			22,419
Total revenue		546,095			168,345			1,006,015			272,609
Cost of revenue:
Powersports		250,840			21,021			459,071			28,898
Automotive		110,998			117,118			218,152			194,978
Parts, service and accessories		33,945			—			63,400			—
Vehicle logistics		12,349			10,695			22,216			18,044
Total cost of revenue		408,132			148,834			762,839			241,920

Gross profit		137,963			19,511			243,176			30,689

Selling, general and administrative		100,155			18,114			178,231			31,515
Depreciation and amortization		5,879			632			10,353			1,231

Operating income (loss)		31,929			765			54,592			(2,057	)

Interest expense		(13,275	)		(1,920	)		(24,456	)		(3,529	)
Other income (expense)		249			—			249			—
Change in derivative liability		—			(2,235	)		39			(2,256	)

Income (loss) before provision for income taxes		18,903			(3,390	)		30,424			(7,842	)

Income tax provision		4,870			—			7,250			—
Net income (loss)	$	14,033		$	(3,390	)	$	23,174		$	(7,842	)

Weighted average number of common shares outstanding - basic		16,059,288			3,242,616			15,778,461			2,775,665
Earnings (loss) per share - basic	$	0.87		$	(1.05	)	$	1.46		$	(2.83	)
Weighted average number of common shares outstanding - diluted		16,095,862			3,242,616			15,841,346			2,775,665
Earnings (loss) per share - diluted	$	0.87		$	(1.05	)	$	1.46		$	(2.83	)

RumbleOn, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)

	Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	23,174		$	(7,842	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		10,353			1,231
Amortization of debt discount		3,369			1,150
Stock based compensation expense		4,632			2,435
(Gain) loss from change in value of derivatives		(39	)		2,256
Deferred taxes		4,023			—
Changes in finance receivable related assets and liabilities:
Proceeds from ROF credit facility for the purchase of consumer finance loans		13,650			—
Originations of finance receivables		(15,021	)		—
Principal payments received on finance receivables		2,048			—
Changes in operating assets and liabilities, excluding impact of acquisitions:
Accounts receivable		3,626			(17,547	)
Inventory		(20,157	)		1,684
Prepaid expenses and other current assets		(363	)		(613	)
Other assets		(19,126	)		(81	)
Other liabilities		(3,807	)		(217	)
Accounts payable and accrued liabilities		15,472			77
Floor plan trade note borrowings		28,140			—
Net cash provided by (used in) operating activities		49,974			(17,467	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions, net of cash received		(64,188	)		—
Purchase of property and equipment		(1,464	)		(100	)
Technology development		(3,462	)		(905	)
Net cash used in investing activities		(69,114	)		(1,005	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new secured debt		84,500			—
Repayment of debt and mortgage notes		(32,791	)		—
Repayments of (proceeds from) issuance of notes		(2,091	)		2,500
(Decrease) increase in borrowings from non-trade floor plans		(4,770	)		3,679
Net proceeds from sale of common stock		—			36,797
Net cash provided by financing activities		44,848			42,976
NET CHANGE IN CASH		25,708			24,504
Cash and restricted cash at beginning of period		51,974			3,516
Cash and restricted cash at end of period	$	77,682		$	28,020

RumbleOn, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(Unaudited)
(Dollars in thousands)

	Three Months Ended June,						Six Months Ended June 30,
	2022			2021			2022			2021
Net income (loss)	$	14,033		$	(3,390	)	$	23,174		$	(7,842	)
Add back:
Interest expense		13,275			1,921			24,456			3,529
Depreciation and amortization		5,879			632			10,353			1,231
Interest income and miscellaneous income		(249	)		—			(249	)		—
Income tax provision		4,870			—			7,250			—
EBITDA		37,808			(837	)		64,984			(3,082	)
Adjustments:
Stock based compensation		2,753			701			4,632			1,727
Transaction costs - RideNow and Freedom		687			860			1,403			1,957
Purchase accounting related		592			—			592			—
Other non-recurring costs		2,479			81			4,176			203
Change in derivative and warrant liabilities		—			2,236			(39	)		2,256
Adjusted EBITDA	$	44,319		$	3,041		$	75,748		$	3,061
Adjusted EBITDA Margin		8.1	%		1.8	%		7.5	%		1.1	%

For the three and six months ended June 30, 2022 and 2021, adjustments to Adjusted EBITDA are primarily comprised of:

Non-cash stock-based compensation expense as reported in the Condensed Consolidated Statement of Operations,
Acquisition costs associated with the RideNow Transaction and Freedom Transactions, which primarily include professional fees and third-party costs, and
Other non-recurring costs, which include one-time expenses incurred. For the three and six months ended June 30, 2022, the balance was primarily related to various integration costs and professional fees associated with the RideNow and Freedom Transactions, technology implementation, and establishment of the RumbleOn Finance (ROF) secured loan facility. For the three and six months ended June 30, 2021, the balance was primarily related to litigation expenses.

RumbleOn, Inc.
Reconciliation of Net Income (Loss) to Adjusted Earnings (Loss) and
Earnings (Loss) per share to Adjusted Earnings (Loss) per share
(Unaudited)
(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net income (loss)	$	14,033		$	(3,390	)	$	23,174		$	(7,842	)
Adjustments:
Stock based compensation		—			—			—			—
Transaction costs - RideNow and Freedom		687			860			1,403			1,957
Purchase accounting related		3,881			—			6,182			—
Other non-recurring costs		2,479			81			4,176			203
Less: Income tax expense		(1,804	)		—			(3,571	)		—
Adjusted Net Income (Loss)	$	19,276		$	(2,449	)	$	31,364		$	(5,682	)
Adjusted Net Income (Loss) Margin		3.5	%		(1.5	) %		3.1	%		(2.1	) %

Weighted average number of common shares outstanding - basic		16,059,288			3,242,616			15,778,461			2,775,665
Earnings (loss) per share - basic	$	0.87		$	(1.05	)	$	1.46		$	(2.83	)
Adjusted Earnings (loss) per share - basic	$	1.20		$	(0.76	)	$	1.99		$	(2.05	)

Weighted average number of common shares outstanding - diluted		16,095,862			3,242,616			15,841,346			2,775,665
Earnings (loss) per share - diluted	$	0.87		$	(1.05	)	$	1.46		$	(2.83	)
Adjusted Earnings (loss) per share - diluted	$	1.20		$	(0.76	)	$	1.98		$	(2.05	)

For the three and six months ended June 30, 2022 and 2021, adjustments to Net income (loss) are primarily comprised of:

Acquisition costs associated with the RideNow Transaction and Freedom Transaction, which primarily include professional fees and third-party costs, and
Other non-recurring costs, which include one-time expenses incurred. For the three and six months ended June 30, 2022, the balance was primarily related to various integration costs and professional fees associated with the RideNow and Freedom Transactions, technology implementation, and establishment of the RumbleOn Finance (ROF) secured loan facility. For the three and six months ended June 30, 2021, the balance was primarily related to litigation expenses.

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