Rubicon achieves record Gross Profit of $9.3
million, 50% higher compared to the first quarter of 2022. The
Company remains on track to achieve positive Adjusted EBITDA for Q4
2023.
Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE:
RBT), a leading digital marketplace for waste and recycling and
provider of innovative software-based products for businesses and
governments worldwide, today reported financial and operational
results for the first quarter of 2023.
First Quarter 2023 Financial Highlights
- Revenue was $181.1 million, 13.3% higher compared to $159.8
million in the first quarter of 2022
- Gross Profit was $9.3 million, 49.9% higher compared to $6.2
million in the first quarter of 2022
- Adjusted Gross Profit was $16.1 million, 23.3% higher compared
to $13.1 million in the first quarter of 2022
- Net loss was $(9.5) million, an improvement of 61.9% compared
to $(24.8) million in the first quarter of 2022
- Adjusted EBITDA was a negative $(14.0) million, an improvement
of 14.5% compared to a negative $(16.3) million in the first
quarter of 2022
Operational and Business Highlights
- Rubicon recently announced two new 3-year partnerships with the
cities of Miami, Florida and Atlanta, Georgia, to enhance
residential waste and recycling services with its
RUBICONSmartCityTM technology. Rubicon will help both cities to
transition to fully digital waste and recycling operations, improve
route efficiency, reduce costs, and enhance the overall quality of
life for residents
- In April, Rubicon announced that its RUBICONSmartCity snow
removal technology helped its partner, Kansas City, Missouri, win
the American Public Works Association (APWA) Excellence in Snow and
Ice Control Award for 2023. Rubicon was honored to be able to help
Kansas City win this award and looks forward to continued success
together
- Rubicon continues to expand the RUBICONConnectTM marketplace
with the addition of new clients including Vail Properties,
GoldOller Real Estate Investments, Acuity Brands and others
throughout Q1 of 2023. We also welcomed Southeastern Grocers to the
many commodities clients who are taking advantage of special rates
through our vast network of volume commodities
- Rubicon has secured an incremental equity financing package of
approximately $23.5 million led by our largest shareholder. This
equity financing is part of the final step in the path to increased
liquidity and financial flexibility
“We are very proud to report continued positive progress in the
implementation of our Bridge to Profitability plan. We remain on
target as we work to achieve positive Adjusted EBITDA for the
fourth quarter of this year,” said Phil Rodoni, Chief Executive
Officer of Rubicon. “Rubicon remains the definitive digital
platform for eliminating waste which enables us to provide a
differentiated service offering to our customers. Our core business
is strong, and we are focused on accelerating the Company’s
progress to profitability while driving Rubicon’s next phase of
growth.”
First Quarter Review
Total Revenue in the first quarter of 2023 was approximately
$181.1 million, an increase of $21.3 million or 13.3%, compared to
the first quarter 2022. This growth was driven primarily by
strength in the RUBICONConnect business, as well as continued
growth of the SaaS business.
Gross Profit in the first quarter of 2023 was $9.3 million, an
increase of $3.1 million or 49.9%, compared to the first quarter of
2022. The growth in gross profit was supported by an increase in
the RUBICONConnect business.
Adjusted Gross Profit in the first quarter of 2023 was
approximately $16.1 million, an increase of $3.0 million or 23.3%
compared to the first quarter of 2022. The increase in Adjusted
Gross Profit was primarily due to positive impacts from actions
taken to enhance margins in the RUBICONConnect business and growth
in SaaS products.
The Net Loss in the first quarter of 2023 was $(9.5) million, an
improvement of $15.4 million compared to a Net Loss of $(24.8)
million in the first quarter of 2022.
Adjusted EBITDA for the first quarter of 2023 was negative
$(14.0) million, an improvement of approximately $2.4 million
compared to an Adjusted EBITDA loss of $(16.3) million in the first
quarter of 2022.
Strategic Progress
Rubicon remains focused on achieving profitability, making
strategic investments in its leading digital marketplace and suite
of products, and executing on plan for Rubicon’s next phase of
growth. Rubicon continues to increase operational efficiencies,
implement cost reduction measures across the organization, and
high-grade its customer portfolio with the goal of optimizing
margins. The Company will share updates on its “Bridge to
Profitability” plan in the coming quarters.
Webcast Information
The Rubicon Technologies management team will host a conference
call to discuss its first quarter 2023 financial results this
afternoon, Monday, May 22, 2023, at 5pm ET. The call can be
accessed via telephone by dialing (929) 203-2112, or toll free at
(888) 660-6863, and referencing Rubicon Technologies. 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 Technologies, Inc. (NYSE: RBT) is a digital marketplace
for waste and recycling, and provider of innovative software-based
products for businesses and governments worldwide. Striving to
create a new industry standard by using technology to drive
environmental innovation, the Company helps turn businesses into
more sustainable enterprises, and neighborhoods into greener and
smarter places to live and work. Rubicon’s mission is to end waste.
It helps its partners find economic value in their waste streams
and confidently execute on their sustainability goals. To learn
more, visit www.Rubicon.com.
Non-GAAP Financial Measures
This earnings 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 earnings release. The
non-GAAP financial measures in this earnings 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 meet the New
York Stock Exchange’s listing standards following the consummation
of the business combination; 3) the risk that the business
combination disrupts current plans and operations of Rubicon as a
result of consummation of the business combination; 4) 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; 5) costs related to the business
combination; 6) changes in applicable laws or regulations; 7) the
possibility that Rubicon may be adversely affected by other
economic, business and/or competitive factors, including the
impacts of the COVID-19 pandemic, geopolitical conflicts, such as
the conflict between Russia and Ukraine, the effects of inflation
and potential recessionary conditions; 8) Rubicon’s execution of
anticipated operational efficiency initiatives, cost reduction
measures and financing arrangements; and 9) 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 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
March 31,
2023
2022
Revenue:
Service
$
166,365
$
134,698
Recyclable commodity
14,733
25,108
Total revenue
181,098
159,806
Costs and Expenses:
Cost of revenue (exclusive of amortization
and depreciation):
Service
158,001
129,693
Recyclable Commodity
13,187
23,236
Total cost of revenue (exclusive of
amortization and depreciation)
171,188
152,929
Sales and marketing
3,274
3,950
Product development
8,092
9,218
General and administrative
18,147
12,627
Gain on settlement of incentive
compensation
(18,622
)
-
Amortization and depreciation
1,361
1,490
Total Costs and Expenses
183,440
180,214
Loss from Operations
(2,342
)
(20,408
)
Other Income (Expense):
Interest earned
1
-
Loss on change in fair value of warrant
liabilities
(55
)
(278
)
Gain on change in fair value of earnout
liabilities
4,820
-
Loss on change in fair value of
derivatives
(2,198
)
-
Gain on service fee settlements in
connection with the Mergers
632
-
Loss on extinguishment of debt
obligations
(2,103
)
-
Interest expense
(7,176
)
(3,775
)
Related party interest expense
(593
)
-
Other expense
(421
)
(330
)
Total Other Income (Expense)
(7,093
)
(4,383
)
Loss Before Income Taxes
(9,435
)
(24,791
)
Income tax expense
16
28
Net Loss
$
(9,451
)
$
(24,819
)
Net loss attributable to Holdings LLC
unitholders prior to the Mergers
-
(24,819
)
Net loss attributable to noncontrolling
interests
(6,322
)
-
Net Loss Attributable to Class A Common
Stockholders
$
(3,129
)
$
-
Loss per share - for the three
months ended March 31, 2023:
Net loss per Class A Common share – basic
and diluted
$
(0.05
)
Weighted average shares outstanding, basic
and diluted
59,416,924
As a result of the Mergers with Founder SPAC consummated on
August 15, 2022 (the “Closing Date”), the capital structure has
changed and loss per share information is only presented for the
period after the Closing Date of the Mergers.
RUBICON TECHNOLOGIES, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS (UNAUDITED)
(in thousands)
March 31,
December 31,
2023
2022
ASSETS
Current Assets:
Cash and cash equivalents
$
10,543
$
10,079
Accounts receivable, net
67,203
65,923
Contract assets
52,927
55,184
Prepaid expenses
11,100
10,466
Other current assets
2,614
2,109
Related-party notes receivable
-
7,020
Total Current Assets
144,387
150,781
Property and Equipment, net
2,616
2,644
Operating right-of-use assets
2,523
2,827
Other noncurrent assets
2,637
4,764
Goodwill
32,132
32,132
Intangible assets, net
10,075
10,881
Total Assets
$
194,370
$
204,029
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
EQUITY
Current Liabilities:
Accounts payable
$
82,175
$
75,113
Line of credit
52,024
51,823
Accrued expenses
73,927
108,002
Contract liabilities
6,037
5,888
Operating lease liabilities, current
1,956
1,880
Warrant liabilities
20,000
20,890
Derivative liabilities
2,887
-
Debt obligations, net of debt issuance
costs
4,205
3,771
Total Current Liabilities
243,211
267,367
Long-Term Liabilities:
Deferred income taxes
229
217
Operating lease liabilities,
noncurrent
1,297
1,826
Debt obligations, net of debt issuance
costs
64,225
69,458
Related-party debt obligations, net of
debt issuance costs
18,690
10,597
Derivative liabilities
3,498
826
Earn-out liabilities
780
5,600
Other long-term liabilities
2,688
2,590
Total Long-Term Liabilities
91,407
91,114
Total Liabilities
334,618
358,481
Commitments and Contingencies
Stockholders’ (Deficit) Equity:
Common stock – Class A, par value of
$0.0001 per share, 690,000,000 shares authorized, 72,988,610 and
55,886,692 shares issued and outstanding as of March 31, 2023 and
December 31, 2022, respectively
7
6
Common stock – Class V, par value of
$0.0001 per share, 275,000,000 shares authorized, 115,463,646
shares issued and outstanding as of March 31, 2023 and December 31,
2022, respectively
12
12
Preferred stock – par value of $0.0001 per
share, 10,000,000 shares authorized, 0 issued and outstanding as of
March 31, 2023 and December 31, 2022, respectively
-
-
Additional paid-in capital
58,312
34,658
Accumulated deficit
(341,004
)
(337,875
)
Total stockholders’ deficit attributable
to Rubicon Technologies, Inc.
(282,673
)
(303,199
)
Noncontrolling interests
142,425
148,747
Total Stockholders’ Deficit
(140,248
)
(154,452
)
Total Liabilities and Stockholders’
(Deficit) Equity
194,370
$
204,029
RUBICON TECHNOLOGIES, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS (UNAUDITED)
(in thousands)
Three Months Ended
March 31,
2023
2022
Cash flows from operating
activities:
Net loss
$
(9,451
)
$
(24,819
)
Adjustments to reconcile net loss to net
cash flows from operating activities:
Loss on disposal of property and
equipment
5
11
Amortization and depreciation
1,361
1,490
Amortization of debt issuance costs
1,237
831
Amortization of related party debt
issuance costs
265
-
Paid-in-kind interest capitalized to
principal of debt obligations
1,014
-
Paid-in-kind interest capitalized to
principal of related party debt obligations
328
-
Bad debt reserve
745
(1,710
)
Loss on change in fair value of
warrants
55
278
Loss on change in fair value of
derivatives
2,198
-
Gain on change in fair value of earn-out
liabilities
(4,820
)
-
Loss on extinguishment of debt
obligations
2,103
-
Equity-based compensation
9,302
58
Phantom unit expense
-
2,549
Settlement of accrued incentive
compensation
(26,826
)
-
Service fees settled in common stock
3,808
-
Gain on service fee settlement in
connection with the Mergers
(632
)
-
Deferred income taxes
12
35
Change in operating assets and
liabilities:
Accounts receivable
(2,025
)
4,079
Contract assets
2,257
1,704
Prepaid expenses
235
(150
)
Other current assets
(528
)
(341
)
Operating right-of-use assets
304
256
Other noncurrent assets
(120
)
23
Accounts payable
7,062
12,262
Accrued expenses
(181
)
2,465
Contract liabilities
149
160
Operating lease liabilities
(453
)
(558
)
Other liabilities
180
49
Net cash flows from operating
activities
(12,416
)
(1,328
)
Cash flows from investing
activities:
Property and equipment purchases
(325
)
(491
)
Net cash flows from investing
activities
(325
)
(491
)
Cash flows from financing
activities:
Net borrowings on line of credit
201
3,216
Proceeds from debt obligations
11,226
-
Repayments of debt obligations
(11,500
)
(1,500
)
Proceeds from related party debt
obligations
14,520
-
Financing costs paid
(1,275
)
-
Payments of deferred offering costs
-
(1,055
)
Proceeds from issuance of common stock
1,100
-
RSUs withheld to pay taxes
(1,067
)
-
Net cash flows from financing
activities
13,205
661
Net change in cash and cash
equivalents
464
(1,158
)
Cash, beginning of period
10,079
10,617
Cash, end of period
$
10,543
$
9,459
Supplemental disclosure of cash flow
information:
Cash paid for interest
$
3,648
$
2,968
Supplemental disclosures of non-cash
investing and financing activities:
Fair value of derivatives issued as debt
discount
$
475
$
-
Fair value of derivatives issued as debt
issuance cost
$
2,887
$
-
Conversions of debt obligations to common
stock
$
2,250
$
-
Equity issuance costs settled with common
stock
$
7,069
$
-
Loan commitment asset reclassed to debt
discount
$
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.
The Company 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 the Company 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 the Company’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 the Company’s
customer accounts, exclusive of certain costs that are generally
fixed in nature, and to assess how successful the Company 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, 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, 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
March 31,
2023
2022
(in thousands, except
percentage)
Total revenue
$
181,098
$
159,806
Less: total cost of revenue (exclusive of
amortization and depreciation)
171,188
152,929
Less: amortization and depreciation for
revenue generating activities
574
650
Gross profit
$
9,336
$
6,227
Gross profit margin
5.2
%
3.9
%
Gross profit
$
9,336
$
6,227
Add: amortization and depreciation for
revenue generating activities
574
650
Add: platform support costs
6,236
6,220
Adjusted gross profit
$
16,146
$
13,097
Adjusted gross profit margin
8.9
%
8.2
%
Amortization and depreciation for revenue
generating activities
$
574
$
650
Amortization and depreciation for sales,
marketing, general and administrative activities
787
840
Total amortization and depreciation
$
1,361
$
1,490
Platform support costs(1)
$
6,236
$
6,220
Marketplace vendor costs(2)
164,952
146,709
Total cost of revenue (exclusive of
amortization and depreciation)
$
171,188
$
152,929
(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
March 31,
2023
2022
(in thousands, except
percentage)
Net loss
$
(9,451
)
$
(24,819
)
Adjustments:
Interest expense
7,176
3,775
Related party interest expense
593
-
Interest earned
(1
)
-
Income tax expense
16
28
Amortization and depreciation
1,361
1,490
Loss on extinguishment of debt
obligations
2,103
-
Equity-based compensation
9,302
58
Phantom unit expense
-
2,549
Loss on change in fair value of warrant
liabilities
55
278
Gain on change in fair value of earn-out
liabilities
(4,820
)
-
Loss on change in fair value of forward
purchase option derivative
2,198
-
Executive severance charges
4,553
-
Gain on settlement of Management Rollover
Bonuses
(26,826
)
-
Gain on service fee settlements in
connection with the Mergers
(632
)
-
Other expenses(3)
421
330
Adjusted EBITDA
$
(13,952
)
$
(16,311
)
(3)
Other expenses primarily consist of
foreign currency exchange gains and losses, taxes, penalties and
gains and losses on sale of property and equipment.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230522005623/en/
Investor Contact: Sioban Hickie, ICR, Inc.
rubiconIR@icrinc.com
Media Contact: Dan Sampson Chief Marketing &
Corporate Communications Officer dan.sampson@rubicon.com
RubiconPR@icrinc.com
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Rubicon Technologies (NYSE:RBT)
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