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Rubicon Reports Fourth Quarter and Full Year 2023 Financial Results

Rubicon makes significant progress toward profitability and positive Adjusted EBITDA.

Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of technology solutions for waste, recycling, and fleet operations, today reported financial and operational results for the fourth quarter and full year of 2023.

Fourth Quarter 2023 Financial Highlights

  • Revenue was $170.7 million, an increase of $4.7 million or 2.8% compared to $166.0 million in the fourth quarter of 2022.
  • Gross Profit was $13.2 million, an increase of $6.5 million or 95.4% compared to $6.8 million in the fourth quarter of 2022.
  • Adjusted Gross Profit was $18.3 million, an increase of $4.9 million or 36.5% compared to $13.4 million in the fourth quarter of 2022.
  • Gross Profit Margin was 7.7%, an increase of 367 bps compared to 4.1% in the fourth quarter of 2022.
  • Adjusted Gross Profit Margin was 10.7%, an increase of 264 bps compared to 8.1% in the fourth quarter of 2022.
  • Net Loss was $(15.1) million, an improvement of $2.9 million or 16.1% compared to $(18.0) million in the fourth quarter of 2022.
  • Adjusted EBITDA was $(0.4) million, an improvement of $17.1 million or 97.5% compared to $(17.6) million in the fourth quarter of 2022.

Full Year 2023 Financial Highlights

  • Revenue was $697.6 million, an increase of $22.2 million or 3.3% compared to $675.4 million for the full year 2022.
  • Gross Profit was $47.7 million, an increase of $22.7 million or 90.6% compared to $25.0 million for the full year 2022.
  • Adjusted Gross Profit was $72.2 million, an increase of $18.9 million or 35.5% compared to $53.3 million for the full year 2022.
  • Gross Profit Margin was 6.8%, an increase of 313 bps compared to 3.7% for the full year 2022.
  • Adjusted Gross Profit Margin was 10.4%, an increase of 246 bps compared to 7.9% for the full year 2022.
  • Net Loss was $(77.6) million, an improvement of $204.2 million or 72.5% compared to $(281.8) million for the full year 2022.
  • Adjusted EBITDA was $(33.0) million, an improvement of $41.3 million or 55.6% compared to $(74.3) million for the full year 2022.

Operational and Business Highlights

  • RUBICONConnect™ added prestigious clients such as Neiman Marcus and Vail Properties while extending contracts with Gap, Inc., Goodyear Tires, and Americold. In 2024, the focus remains on enhancing relationships with existing customers and expanding the client base by providing better environmental and financial outcomes for customers.
  • The Company’s second-annual Next Summit showcased cutting-edge technological developments. Recent innovations include a billing module for streamlined invoicing and AI-driven features to combat illegal waste disposal, ensuring operational efficiency. The third-annual Next Summit will take place in New York City in June 2024, bringing together fleet and commercial partners to facilitate collaboration between waste, recycling, and sustainability experts.
  • Rubicon demonstrated its commitment to sustainability through the launch of Technical Advisory Services, empowering customers to achieve sustainability goals with tailored solutions and strategic partnerships.

Fourth Quarter 2023 Review

Revenue was $170.7 million, an increase of $4.7 million or 2.8% compared to $166.0 million in the fourth quarter of 2022, mainly driven by business expansion with existing customers.

Gross Profit was $13.2 million, an increase of $6.5 million or 95.4% compared to $6.8 million in the fourth quarter of 2022, driven by the optimization of the portfolio and margin improvement.

Adjusted Gross Profit was $18.3 million, an increase of $4.9 million or 36.5% compared to $13.4 million in the fourth quarter of 2022, driven by additional higher margin business with existing customers which also drove AGP margin expansion of over 260 bps to 10.7% from 8.1%.

Net Loss was $(15.1) million, an improvement of $2.9 million or 16.1% compared to $(18.0) million in the fourth quarter of 2022.

Adjusted EBITDA was $(0.4) million, an improvement of $17.1 million or 97.5% compared to $(17.6) million in the fourth quarter of 2022.

Full Year 2023 Review

Revenue was $697.6 million, an increase of $22.2 million or 3.3% compared to $675.4 million for the full year 2022 which is predominately due to service expansion and volume increases in the RUBICONConnect business.

Gross Profit was $47.7 million, an increase of $22.7 million or 90.6% compared to $25.0 million for the full year 2022, driven by the optimization of the portfolio and margin improvement.

Adjusted Gross Profit was $72.2 million, an increase of $18.9 million or 35.5% compared to $53.3 million for the full year 2022, driven by additional higher margin business with existing customers which also drove AGP margin expansion of over 245 bps to 10.4% from 7.9%.

Net Loss was $(77.6) million, an improvement of $204.2 million or 72.5% compared to $(281.8) million for the full year 2022.

Adjusted EBITDA was $(33.0) million, an improvement of $41.3 million or 55.6% compared to $(74.3) million for the full year 2022.

Webcast Information

The Rubicon Technologies, Inc. management team will host a conference call to discuss its fourth quarter and full year 2023 financial results this afternoon, Thursday, March 7, 2024, at 5:00 p.m. ET. The call can be accessed via telephone by dialing (929) 203-2112, or toll free at (888) 660-6863, and referencing Rubicon Technologies, Inc. A live webcast of the conference will also be available on the Events and Presentations page on the Investor Relations section of Rubicon’s website (https://investors.rubicon.com/events-presentations/default.aspx). Please log in to the webcast or dial in to the call at least 10 minutes prior to the start of the event.

About Rubicon

Rubicon builds AI-enabled technology products and provides expert sustainability solutions to waste generators, fleet operators, and material processors to help them understand, manage, and reduce waste. As a mission-driven company, Rubicon helps its customers improve operational efficiency, unlock economic value, and deliver better environmental outcomes. To learn more, visit rubicon.com.

Non-GAAP Financial Measures

This press release contains “non-GAAP financial measures,” including Adjusted Gross Profit, Adjusted Gross Profit Margin and Adjusted EBITDA, which are supplemental financial measures that are not calculated or presented in accordance with generally accepted accounting principles (GAAP). Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this press release. The non-GAAP financial measures in this press release may differ from similarly titled measures used by other companies. Definitions of these non-GAAP financial measures, including explanations of the ways in which Rubicon’s management uses these non-GAAP measures to evaluate its business, the substantive reasons why Rubicon’s management believes that these non-GAAP measures provide useful information to investors and limitations associated with the use of these non-GAAP measures, are included under “Use of Non-GAAP Financial Measures” after the tables below. In addition, reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included under “Reconciliations of Non-GAAP Financial Measures” after the tables below.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon current expectations, estimates, projections, and assumptions that, while considered reasonable by Rubicon and its management, are inherently uncertain; factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the outcome of any legal proceedings that may be instituted against Rubicon or others following the closing of the business combination; 2) Rubicon’s ability to continue to meet the New York Stock Exchange’s listing standards following the consummation of the business combination; 3) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 4) continued costs related to the business combination; 5) changes in applicable laws or regulations; 6) the possibility that Rubicon may be adversely affected by other economic, business and/or competitive factors, including the continued impacts of the COVID-19 pandemic, geopolitical conflicts, such as the conflict between Israel and Hamas or Russia and Ukraine, the effects of inflation and potential recessionary conditions; 7) Rubicon’s execution of anticipated operational efficiency initiatives, cost reduction measures and financing arrangements; and 8) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K, Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”), and other documents Rubicon has filed with the SEC. Although Rubicon believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. There may be additional risks that Rubicon presently does not know of or that Rubicon currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements, many of which are beyond Rubicon’s control. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Rubicon does not undertake, and expressly disclaims, any duty to update these forward-looking statements, except as otherwise required by applicable law.

 

RUBICON TECHNOLOGIES, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

$

158,511

 

 

$

152,054

 

 

$

644,636

 

 

$

589,810

 

Recyclable commodity

 

 

12,152

 

 

 

13,938

 

 

 

52,946

 

 

 

85,578

 

Total revenue

 

 

170,663

 

 

 

165,992

 

 

 

697,582

 

 

 

675,388

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue (exclusive of amortization and depreciation):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

 

145,727

 

 

 

146,368

 

 

 

600,940

 

 

 

569,750

 

Recyclable commodity

 

 

11,264

 

 

 

12,227

 

 

 

46,691

 

 

 

78,083

 

Total cost of revenue (exclusive of amortization and depreciation)

 

 

156,991

 

 

 

158,595

 

 

 

647,631

 

 

 

647,833

 

Sales and marketing

 

 

2,805

 

 

 

2,841

 

 

 

11,729

 

 

 

16,177

 

Product development

 

 

6,020

 

 

 

9,114

 

 

 

29,645

 

 

 

37,450

 

General and administrative

 

 

7,068

 

 

 

8,973

 

 

 

52,950

 

 

 

221,493

 

Gain on settlement of incentive compensation

 

 

(420

)

 

 

-

 

 

 

(19,042

)

 

 

-

 

Amortization and depreciation

 

 

1,204

 

 

 

1,392

 

 

 

5,186

 

 

 

5,723

 

Total Costs and Expenses

 

 

173,668

 

 

 

180,915

 

 

 

728,099

 

 

 

928,676

 

Loss from Operations

 

 

(3,005

)

 

 

(14,923

)

 

 

(30,517

)

 

 

(253,288

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earned

 

 

46

 

 

 

1

 

 

 

57

 

 

 

2

 

(Loss) gain on change in fair value of warrant liabilities

 

 

(864

)

 

 

(1,340

)

 

 

2,021

 

 

 

(1,777

)

Gain on change in fair value of earn-out liabilities

 

 

18

 

 

 

1,400

 

 

 

5,458

 

 

 

68,500

 

(Loss) gain on change in fair value of derivatives

 

 

(519

)

 

 

4,279

 

 

 

(4,297

)

 

 

(72,641

)

Excess fair value over the consideration received for SAFE

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(800

)

Excess fair value over the consideration received for pre-funded warrant

 

 

-

 

 

 

(14,000

)

 

 

-

 

 

 

(14,000

)

Gain on services fee settlements in connection with the Mergers

 

 

-

 

 

 

12,126

 

 

 

6,996

 

 

 

12,126

 

Loss on extinguishment of debt obligations

 

 

-

 

 

 

-

 

 

 

(18,234

)

 

 

-

 

Interest expense

 

 

(9,758

)

 

 

(4,600

)

 

 

(34,232

)

 

 

(16,863

)

Related party interest expense

 

 

(508

)

 

 

-

 

 

 

(2,215

)

 

 

-

 

Other expense

 

 

(600

)

 

 

(960

)

 

 

(2,619

)

 

 

(2,954

)

Total Other Income (Expense)

 

 

(12,185

)

 

 

(3,094

)

 

 

(47,065

)

 

 

(28,407

)

Loss Before Income Taxes

 

 

(15,190

)

 

 

(18,017

)

 

 

(77,582

)

 

 

(281,695

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

 

(52

)

 

 

16

 

 

 

(3

)

 

 

76

 

Net Loss

 

 

(15,138

)

 

 

(18,033

)

 

 

(77,579

)

 

 

(281,771

)

Net loss attributable to Holdings LLC unitholders prior to the Mergers

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(228,997

)

Net loss attributable to noncontrolling interests

 

 

(2,179

)

 

 

(5,688

)

 

 

(20,635

)

 

 

(22,621

)

Net Loss Attributable to Class A Common Stockholders

 

$

(12,959

)

 

$

(12,345

)

 

$

(56,944

)

 

$

(30,153

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per Class A Common share – basic and diluted

 

$

(0.34

)

 

$

(1.98

)

 

$

(2.50

)

 

$

(4.84

)

Weighted average shares outstanding – basic and diluted

 

 

37,667,417

 

 

 

6,235,675

 

 

 

22,797,555

 

 

 

6,235,675

 

 

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

 

 

 

2023

 

 

2022

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

18,695

 

 

$

10,079

 

Accounts receivable, net

 

 

66,977

 

 

 

65,923

 

Contract assets, net

 

 

76,621

 

 

 

55,184

 

Prepaid expenses

 

 

13,305

 

 

 

10,466

 

Other current assets

 

 

3,790

 

 

 

2,109

 

Related-party notes receivable

 

 

-

 

 

 

7,020

 

Total Current Assets

 

 

179,388

 

 

 

150,781

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

1,425

 

 

 

2,644

 

Operating lease right-of-use assets

 

 

567

 

 

 

2,827

 

Other noncurrent assets

 

 

2,114

 

 

 

4,764

 

Goodwill

 

 

32,132

 

 

 

32,132

 

Intangible assets, net

 

 

7,661

 

 

 

10,881

 

Total Assets

 

$

223,287

 

 

$

204,029

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

65,465

 

 

$

75,113

 

Line of credit

 

 

71,121

 

 

 

51,823

 

Accrued expenses

 

 

77,001

 

 

 

108,002

 

Contract liabilities

 

 

7,359

 

 

 

5,888

 

Operating lease liabilities, current

 

 

725

 

 

 

1,880

 

Warrant liabilities

 

 

26,493

 

 

 

20,890

 

Derivative liabilities

 

 

9,375

 

 

 

-

 

Debt obligations, net of deferred debt charges

 

 

-

 

 

 

3,771

 

Total Current Liabilities

 

$

257,539

 

 

$

267,367

 

 

 

 

 

 

 

 

 

 

Long-Term Liabilities:

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

197

 

 

 

217

 

Operating lease liabilities, noncurrent

 

 

-

 

 

 

1,826

 

Debt obligations, net of deferred debt charges

 

 

81,001

 

 

 

69,458

 

Related-party debt obligations, net of deferred debt charges

 

 

16,302

 

 

 

10,597

 

Derivative liabilities

 

 

3,683

 

 

 

826

 

Earn-out liabilities

 

 

142

 

 

 

5,600

 

Other long-term liabilities

 

 

3,395

 

 

 

2,590

 

Total Long-Term Liabilities

 

 

104,720

 

 

 

91,114

 

Total Liabilities

 

 

362,259

 

 

 

358,481

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 19)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ (Deficit) Equity:

 

 

 

 

 

 

 

 

Common stock – Class A, par value of $0.0001 per share, 690,000,000 shares authorized, 39,643,584 and 6,985,869 shares issued and outstanding as of December 31, 2023 and December 31, 2022

 

 

4

 

 

 

1

 

Common stock – Class V, par value of $0.0001 per share, 275,000,000 shares authorized, 4,425,388 and 14,432,992 shares issued and outstanding as of December 31, 2023 and December 31, 2022

 

 

-

 

 

 

1

 

Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of December 31, 2023 and December 31, 2022

 

 

-

 

 

 

-

 

Additional paid-in capital

 

 

127,716

 

 

 

34,659

 

Accumulated deficit

 

 

(394,804

)

 

 

(337,860

)

Total stockholders’ deficit attributable to Rubicon Technologies, Inc.

 

 

(267,084

)

 

 

(303,199

)

Noncontrolling interests

 

 

128,112

 

 

 

148,747

 

Total Stockholders’ Deficit

 

 

(138,972

)

 

 

(154,452

)

Total Liabilities and Stockholders’ (Deficit) Equity

 

$

223,287

 

 

$

204,029

 

 

RUBICON TECHNOLOGIES, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(77,579

)

 

$

(281,771

)

Adjustments to reconcile net loss to net cash flows from operating activities:

 

 

 

 

 

 

 

 

Loss on disposal of property and equipment

 

 

805

 

 

 

44

 

Gain on lease agreement amendment

 

 

(220

)

 

 

-

 

Amortization and depreciation

 

 

5,186

 

 

 

5,723

 

Amortization of deferred debt charges

 

 

9,722

 

 

 

3,490

 

Amortization of related party deferred debt charges

 

 

708

 

 

 

-

 

Paid-in-kind interest capitalized to principal of debt obligations

 

 

7,692

 

 

 

-

 

Paid-in-kind interest capitalized to principal of related-party debt obligations

 

 

1,396

 

 

 

30

 

Bad debt reserve

 

 

2,250

 

 

 

(2,631

)

(Gain) loss on change in fair value of warrant liabilities

 

 

(2,021

)

 

 

1,777

 

Loss on change in fair value of derivatives

 

 

4,297

 

 

 

72,641

 

Gain on change in fair value of earn-out liabilities

 

 

(5,458

)

 

 

(68,500

)

Loss on extinguishment of debt obligations

 

 

18,234

 

 

 

-

 

Excess fair value over the consideration received for SAFE

 

 

-

 

 

 

800

 

Excess fair value over the consideration received for pre-funded warrant

 

 

-

 

 

 

14,000

 

Loss on SEPA commitment fee settled in Class A Common Stock

 

 

-

 

 

 

892

 

Equity-based compensation

 

 

15,023

 

 

 

94,204

 

Phantom unit expense

 

 

-

 

 

 

6,783

 

Settlement of accrued incentive compensation

 

 

(27,246

)

 

 

-

 

Service fees settled in common stock

 

 

10,613

 

 

 

-

 

Gain on service fee settlement in connection with the Mergers

 

 

(6,996

)

 

 

(12,126

)

Deferred income taxes

 

 

(20

)

 

 

39

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,304

)

 

 

(20,632

)

Contract assets

 

 

(21,437

)

 

 

1,800

 

Prepaid expenses

 

 

(611

)

 

 

(4,421

)

Other current assets

 

 

(1,765

)

 

 

(472

)

Operating right-of-use assets

 

 

1,094

 

 

 

1,093

 

Other noncurrent assets

 

 

(64

)

 

 

(180

)

Accounts payable

 

 

(9,649

)

 

 

27,582

 

Accrued expenses

 

 

10,366

 

 

 

29,030

 

Contract liabilities

 

 

1,471

 

 

 

1,285

 

Operating lease liabilities

 

 

(1,595

)

 

 

(1,739

)

Other liabilities

 

 

2,219

 

 

 

223

 

Net cash flows from operating activities

 

 

(66,889

)

 

 

(131,036

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Property and equipment purchases

 

 

(816

)

 

 

(1,406

)

Forward purchase option derivative purchase

 

 

-

 

 

 

(68,715

)

Settlement of forward purchase option derivative

 

 

-

 

 

 

(6,000

)

Net cash flows from investing activities

 

 

(816

)

 

 

(76,121

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net (repayments) borrowings on Revolving Credit Facility

 

 

(51,823

)

 

 

21,907

 

Net borrowings on June 2023 Revolving Credit Facility

 

 

71,121

 

 

 

-

 

Proceeds from debt obligations

 

 

86,226

 

 

 

7,000

 

Repayments of debt obligations

 

 

(53,500

)

 

 

(6,000

)

Proceeds from related party debt obligations

 

 

14,520

 

 

 

3,510

 

Financing costs paid

 

 

(13,891

)

 

 

(4,021

)

Proceeds from issuance of common stock

 

 

24,767

 

 

 

-

 

Proceeds from SAFE

 

 

-

 

 

 

8,000

 

Proceeds from pre-funded warrant

 

 

-

 

 

 

6,000

 

Payments for loan commitment asset

 

 

-

 

 

 

(1,447

)

Proceeds from the Mergers

 

 

-

 

 

 

196,778

 

Equity issuance costs paid

 

 

(32

)

 

 

(25,108

)

RSUs withheld to pay taxes

 

 

(1,067

)

 

 

-

 

Net cash flows from financing activities

 

 

76,321

 

 

 

206,619

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

8,616

 

 

 

(538

)

Cash, beginning of year

 

 

10,079

 

 

 

10,617

 

Cash, end of year

 

$

18,695

 

 

$

10,079

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

14,645

 

 

$

12,234

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Exchange of warrant liabilities for common stock

 

$

4,585

 

 

$

3,311

 

Conversion of SAFE for Class B Units

 

$

-

 

 

$

8,000

 

Establishment of earn-out liabilities

 

$

-

 

 

$

74,100

 

Equity issuance costs accrued but not paid

 

$

-

 

 

$

13,433

 

Equity issuance costs settled with common stock

 

$

7,069

 

 

$

17,000

 

Equity issuance costs waived

 

$

6,364

 

 

$

-

 

Fair value of warrants issued as deferred debt charges

 

$

1,682

 

 

$

430

 

Fair value of derivatives issued as deferred debt charges

 

$

12,739

 

 

$

-

 

Fair value of warrants issued as loan commitment asset

 

$

-

 

 

$

615

 

Conversions of debt obligations to common stock

 

$

17,000

 

 

$

-

 

Conversions of related-party debt obligations to common stock

 

$

3,080

 

 

$

-

 

Loan commitment asset reclassed to deferred debt charges

 

$

2,062

 

 

$

-

 

Use of Non-GAAP Financial Measures

Adjusted Gross Profit and Adjusted Gross Profit Margin

Adjusted Gross Profit and Adjusted Gross Profit Margin are considered non-GAAP financial measures under the rules of the U.S. Securities and Exchange Commission (the “SEC”) because they exclude, respectively, certain amounts included in Gross Profit and Gross Profit Margin calculated in accordance with GAAP. Specifically, the Company calculates Adjusted Gross Profit by adding back amortization and depreciation for revenue generating activities and platform support costs to GAAP Gross Profit, the most comparable GAAP measure. Adjusted Gross Profit Margin is calculated as Adjusted Gross Profit divided by total GAAP revenue. Rubicon believes presenting Adjusted Gross Profit and Adjusted Gross Profit Margin is useful to investors because they show the progress in scaling Rubicon’s digital platform by quantifying the markup and margin Rubicon charges its customers that are incremental to its marketplace vendor costs. These measures demonstrate this progress because changes in these measures are driven primarily by Rubicon’s ability to optimize services for its customers, improve its hauling and recycling partners’ efficiency and achieve economies of scale on both sides of the marketplace. Rubicon’s management team uses these non-GAAP measures as one of the means to evaluate the profitability of Rubicon’s customer accounts, exclusive of certain costs that are generally fixed in nature, and to assess how successful Rubicon is in achieving its pricing strategies. However, it is important to note that other companies, including companies in our industry, may calculate and use these measures differently or not at all, which may reduce their usefulness as a comparative measure. Further, these measures should not be read in isolation from or without reference to our results prepared in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is considered a non-GAAP financial measure under the rules of the SEC because it excludes certain amounts included in net loss calculated in accordance with GAAP. Specifically, the Company calculates Adjusted EBITDA by GAAP net loss adjusted to exclude interest expense and income, income tax expense and benefit, amortization and depreciation, gain or loss on extinguishment of debt obligations, equity-based compensation, phantom unit expense, gain or loss on change in fair value of warrant liabilities, gain or loss on change in fair value of earn-out liabilities, gain or loss on change in fair value of derivatives, executive severance charges, gain or loss on settlement of the management rollover bonuses, excess fair value over the consideration received for SAFE, excess fair value over the consideration received for pre-funded warrant, gain or loss on service fee settlements in connection with the Mergers, other non-operating income and expenses, and unique non-recurring income and expenses.

The Company has included Adjusted EBITDA because it is a key measure used by Rubicon’s management team to evaluate its operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses. Further, the Company believes Adjusted EBITDA is helpful in highlighting trends in Rubicon’s operating results because it allows for more consistent comparisons of financial performance between periods by excluding gains and losses that are non-operational in nature or outside the control of management, as well as items that may differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which Rubicon operates and capital investments. Adjusted EBITDA is also often used by analysts, investors and other interested parties in evaluating and comparing Rubicon’s results to other companies within the industry. Accordingly, the Company believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results in the same manner as Rubicon’s management team and board of directors.

Adjusted EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of net loss or other results as reported under GAAP. Some of these limitations are:

 

Adjusted EBITDA does not reflect the Company’s cash expenditures, future requirements for capital expenditures, or contractual commitments;

 

 

 

 

Adjusted EBITDA does not reflect changes in, or cash requirements for, the Company’s working capital needs;

 

 

 

 

Adjusted EBITDA does not reflect the Company’s tax expense or the cash requirements to pay taxes;

 

 

 

 

although amortization and depreciation are non-cash charges, the assets being amortized and depreciated will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;

 

 

 

 

Adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items for which the Company may make adjustments in historical periods; and

 

 

 

 

other companies in the industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure.

Reconciliations of Non-GAAP Financial Measures

Adjusted Gross Profit and Adjusted Gross Profit Margin

The following table presents reconciliations of Adjusted Gross Profit and Adjusted Gross Margin to the most directly comparable GAAP financial measures for each of the periods indicated.

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(in thousands, except percentages)

 

Total revenue

 

$

170,663

 

 

$

165,992

 

 

$

697,582

 

 

$

675,388

 

Less: total cost of revenue (exclusive of amortization and depreciation)

 

 

156,991

 

 

 

158,595

 

 

 

647,631

 

 

 

647,833

 

Less: amortization and depreciation for revenue generating activities

 

 

452

 

 

 

631

 

 

 

2,246

 

 

 

2,520

 

Gross profit

 

$

13,220

 

 

$

6,766

 

 

$

47,705

 

 

$

25,035

 

Gross profit margin

 

 

7.7

%

 

 

4.1

%

 

 

6.8

%

 

 

3.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

13,220

 

 

$

6,766

 

 

$

47,705

 

 

$

25,035

 

Add: amortization and depreciation for revenue generating activities

 

 

452

 

 

 

631

 

 

 

2,246

 

 

 

2,520

 

Add: platform support costs(1)

 

 

4,620

 

 

 

6,005

 

 

 

22,281

 

 

 

25,766

 

Adjusted gross profit

 

$

18,292

 

 

$

13,402

 

 

$

72,232

 

 

$

53,321

 

Adjusted gross profit margin

 

 

10.7

%

 

 

8.1

%

 

 

10.4

%

 

 

7.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization and depreciation for revenue generating activities

 

$

452

 

 

$

631

 

 

$

2,246

 

 

$

2,520

 

Amortization and depreciation for sales, marketing, general and administrative activities

 

 

752

 

 

 

761

 

 

 

2,940

 

 

 

3,203

 

Total amortization and depreciation

 

$

1,204

 

 

$

1,392

 

 

$

5,186

 

 

$

5,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Platform support costs(1)

 

$

4,620

 

 

$

6,005

 

 

$

22,281

 

 

$

25,766

 

Marketplace vendor costs(2)

 

 

152,371

 

 

 

152,590

 

 

 

625,350

 

 

 

622,067

 

Total cost of revenue (exclusive of amortization and depreciation)

 

$

156,991

 

 

$

158,595

 

 

$

647,631

 

 

$

647,833

 

 

(1)

Platform support costs are defined as costs to operate the Company’s revenue generating platforms that do not directly correlate with volume of sales transactions procured through Rubicon’s digital marketplace. Such costs include employee costs, data costs, platform hosting costs and other overhead costs.

(2)

Marketplace vendor costs are defined as direct costs charged by the Company’s hauling and recycling partners for services procured through Rubicon’s digital marketplace.

Adjusted EBITDA

The following table presents reconciliations of Adjusted EBITDA to the most directly comparable GAAP financial measure for each of the periods indicated.

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Net loss

 

$

(15,138

)

 

$

(18,033

)

 

$

(77,579

)

 

$

(281,771

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

9,758

 

 

 

4,600

 

 

 

34,232

 

 

 

16,863

 

Related party interest expense

 

 

508

 

 

 

-

 

 

 

2,215

 

 

 

-

 

Interest earned

 

 

(46

)

 

 

(1

)

 

 

(57

)

 

 

(2

)

Income tax (benefit) expense

 

 

(52

)

 

 

16

 

 

 

(3

)

 

 

76

 

Amortization and depreciation

 

 

1,204

 

 

 

1,392

 

 

 

5,186

 

 

 

5,723

 

Loss on extinguishment of debt obligations

 

 

-

 

 

 

-

 

 

 

18,234

 

 

 

-

 

Equity-based compensation

 

 

1,784

 

 

 

5,659

 

 

 

15,023

 

 

 

94,204

 

Phantom unit expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,783

 

Deferred compensation expense

 

 

-

 

 

 

(1,250

)

 

 

-

 

 

 

-

 

Loss (gain) on change in fair value of warrant liabilities

 

 

864

 

 

 

1,340

 

 

 

(2,021

)

 

 

1,777

 

Gain on change in fair value of earn-out liabilities

 

 

(18

)

 

 

(1,400

)

 

 

(5,458

)

 

 

(68,500

)

Loss (gain) on change in fair value of derivatives

 

 

519

 

 

 

(4,279

)

 

 

4,297

 

 

 

72,641

 

Executive severance charges

 

 

-

 

 

 

1,952

 

 

 

4,553

 

 

 

1,952

 

Gain on settlement of Management Rollover Bonuses

 

 

(420

)

 

 

(10,415

)

 

 

(27,246

)

 

 

(10,415

)

Excess fair value over the consideration received for SAFE

 

 

-

 

 

 

-

 

 

 

-

 

 

 

800

 

Excess fair value over the consideration received for pre-funded warrant

 

 

-

 

 

 

14,000

 

 

 

-

 

 

 

14,000

 

Gain on service fee settlements in connection with the Mergers

 

 

-

 

 

 

(12,126

)

 

 

(6,996

)

 

 

(12,126

)

Nonrecurring merger transaction expenses(3)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

80,712

 

Other expenses(4)

 

 

600

 

 

 

960

 

 

 

2,619

 

 

 

2,954

 

Adjusted EBITDA

 

$

(437

)

 

$

(17,585

)

 

$

(33,001

)

 

$

(74,329

)

 

(3)

Nonrecurring merger transaction expenses primarily consist of management bonus payments and related accruals in connection with the Mergers.

 

(4)

Other expenses primarily consist of foreign currency exchange gains and losses, taxes, penalties, fees for certain financing arrangements, and gains and losses on sale of property and equipment.

 

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