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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240307889741/en/
Investor Contact: Alexandra Clark Director of Finance
& Investor Relations alexandra.clark@rubicon.com
Media Contact: Benjamin Spall Sr. Manager, Corporate
Communications benjamin.spall@rubicon.com
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