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     117  0 Kommentare Rubicon Reports Third Quarter 2023 Financial Results

    Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide, today reported financial and operational results for the third quarter of 2023.

    Third Quarter 2023 Financial Highlights

    • Revenue was $171.3 million, a decrease of $13.7 million or 7.4% compared to $185.0 million in the third quarter of 2022.
    • Net Loss was $(30.2) million, an improvement of $180.9 million or 85.7% compared to $(211.1) million in the third quarter of 2022.
    • Gross Profit was $13.4 million, an increase of $6.8 million or 102.8% compared to $6.6 million in the third quarter of 2022.
    • Adjusted Gross Profit was $19.8 million, an increase of $5.7 million or 40.5% compared to $14.1 million in the third quarter of 2022.
    • Gross Profit Margin was 7.8%, an increase of 424 bps compared to 3.6% in the third quarter of 2022.
    • Adjusted Gross Profit Margin was 11.6%, an increase of 395 bps compared to 7.6% in the third quarter of 2022.
    • Adjusted EBITDA was $(8.9) million, an improvement of $12.2 million or 57.7% compared to $(21.1) million in the third quarter of 2022.

    Operational and Business Highlights

    • The Company announced a new, 5-year partnership with the City of Phoenix, Arizona in September. The new agreement with Phoenix, which is the fifth largest city in the United States, will put Rubicon’s smart city software at the heart of the City’s Public Works Department, providing waste and recycling collection to more than 418,000 locations weekly. Rubicon will help Phoenix digitize its solid waste collection operation, transitioning from largely manual and paper-based processes to running the Company’s software in the City’s solid waste and recycling fleet of more than 300 vehicles.

    • The Company is pleased to announce a new, 5-year partnership with the City of Austin, Texas. Rubicon will help Austin, the eleventh largest city in the United States, continue its process of digitizing its solid waste and recycling collection operations across its fleet of 290 vehicles, which service more than 210,000 locations every week. Austin will use the Company’s technology to streamline collection, track material and tonnage on its bulky trash routes, and reduce missed pickups and unnecessary go-backs. Austin will be able to closely monitor route performance, identify areas where waste and recycling services can be improved, and make data-driven decisions to enhance route efficiency and better serve its residents.

    • RUBICONConnect welcomed the addition of Neiman Marcus and Atlantis Management Group to the platform, among others. Both companies will experience the full benefits of Rubicon’s digital platform for scalable waste and recycling services, which supports their efforts to reduce environmental impact while providing exceptional value and service to their own customers.
    • The Company also announced a 2-year extension of its existing agreement with Americold. RUBICONConnect has been deployed at more than 150 Americold locations since 2020, and the Company manages Americold’s trash, mixed recycling, baled cardboard, baled plastic, and food waste. The new agreement extends this relationship through the end of 2025 and includes a go-forward plan to onboard more locations from within the Americold portfolio.

    “We are excited to announce our third quarter 2023 results, which include a third consecutive quarter of record Adjusted Gross Profit,” said Phil Rodoni, Chief Executive Officer of Rubicon. “The results we are reporting today reflect continued progress against our Bridge to Profitability plan and are a testament to the entire Rubicon team and their hard work and dedication. We are focused on execution and driving even greater results for the Company and our valued customers.”

    Third Quarter Review

    Revenue was $171.3 million, a decrease of $13.7 million or 7.4% compared to $185.0 million in the third quarter of 2022. The decline is mainly driven by softness in commodities, in particular prices of old corrugated cardboard.

    Gross Profit was $13.4 million, an increase of $6.8 million or 102.8% compared to $6.6 million in the third quarter of 2022. The growth in Gross Profit was driven by portfolio optimization and margin improvement in the RUBICONConnect business, and by platform support cost reduction initiatives.

    Adjusted Gross Profit was $19.8 million, an increase of $5.7 million or 40.5% compared to $14.1 million in the third quarter of 2022. The increase in Adjusted Gross Profit was primarily the result of the optimization of the portfolio and margin improvement in the RUBICONConnect business.

    Net Loss was $(30.2) million, an improvement of $180.9 million or 85.7% compared to $(211.1) million in the third quarter of 2022.

    Adjusted EBITDA was $(8.9) million, an improvement of $12.2 million or a reduction of more than half of the loss of $(21.1) million in the third quarter of 2022.

    Update on Strategic Plan

    In the third quarter of 2022, Rubicon outlined its strategic plan and committed to materially improving its operational performance and strengthening its financial position. The Company acknowledged the challenges it faced and laid out the steps required to get to profitability and growth. Rubicon completed all the highest priority tasks from its plan, with certain goals achieved ahead of schedule. Specifically, the Company committed to:

    • Extending debt maturities. Rubicon successfully pushed maturities out to 2025 from 2023.
    • Improving its liquidity position. Rubicon closed a $75 million term loan and expanded its revolver capacity by $15 million.
    • Reducing expenses. Rubicon reduced expenses by $55 million on an annualized basis.
    • Expanding Adjusted Gross Profit margin to double digits by the end of 2023. Rubicon surpassed 10% in the second quarter, ahead of its goal.
    • Securing additional financing. Rubicon brought in an additional $24 million of equity financing from new and existing investors in Q2.

    To underscore the Company’s exceptional performance during an extremely turbulent time, while completing all of the above it was able to drive 35.1% growth in Adjusted Gross Profit on a year-to-date basis in 2023 as compared to the same prior year period. All of this was accomplished while Rubicon continued to deliver for its customers, diverting over 800 thousand tons of waste from landfill equating to approximately 1.6 million MTCO2e emissions avoided for the first half of 2023.

    Webcast Information

    The Rubicon Technologies, Inc. management team will host a conference call to discuss its third quarter 2023 financial results this afternoon, Wednesday, November 8, 2023, 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 Technologies, Inc. (NYSE: RBT) is a leading provider of software-based waste, recycling, and fleet operations 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 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 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.

    Statements and balance sheets related to this release can be found on the Investor Relations section of Rubicon’s website.

    RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

    (in thousands, except per share data)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended
    September 30,

     

    Nine Months Ended
    September 30,

     

     

    2023

     

    2022

     

    2023

     

    2022

    Revenue:

     

     

     

     

     

     

     

     

     

     

     

     

    Service

     

    $

    159,119

     

     

    $

    162,789

     

     

    $

    486,125

     

     

    $

    437,755

     

    Recyclable commodity

     

     

    12,138

     

     

     

    22,194

     

     

     

    40,794

     

     

     

    71,640

     

    Total revenue

     

     

    171,257

     

     

     

    184,983

     

     

     

    526,919

     

     

     

    509,395

     

    Costs and Expenses:

     

     

     

     

     

     

     

     

     

     

     

     

    Cost of revenue (exclusive of amortization and depreciation):

     

     

     

     

     

     

     

     

     

     

     

     

    Service

     

     

    147,018

     

     

     

    157,504

     

     

     

    455,213

     

     

     

    423,382

     

    Recyclable commodity

     

     

    10,272

     

     

     

    20,234

     

     

     

    35,427

     

     

     

    65,856

     

    Total cost of revenue (exclusive of amortization and depreciation)

     

     

    157,290

     

     

     

    177,738

     

     

     

    490,640

     

     

     

    489,238

     

    Sales and marketing

     

     

    2,903

     

     

     

    4,840

     

     

     

    8,924

     

     

     

    13,336

     

    Product development

     

     

    8,309

     

     

     

    9,803

     

     

     

    23,625

     

     

     

    28,336

     

    General and administrative

     

     

    13,803

     

     

     

    186,640

     

     

     

    45,882

     

     

     

    212,520

     

    Gain on settlement of incentive compensation

     

     

    -

     

     

     

    -

     

     

     

    (18,622

    )

     

     

    -

     

    Amortization and depreciation

     

     

    1,277

     

     

     

    1,439

     

     

     

    3,982

     

     

     

    4,331

     

    Total Costs and Expenses

     

     

    183,582

     

     

     

    380,460

     

     

     

    554,431

     

     

     

    747,761

     

    Loss from Operations

     

     

    (12,325

    )

     

     

    (195,477

    )

     

     

    (27,512

    )

     

     

    (238,366

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

    Other Income (Expense):

     

     

     

     

     

     

     

     

     

     

     

     

    Interest earned

     

     

    5

     

     

     

    1

     

     

     

    11

     

     

     

    1

     

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

     

     

    3,354

     

     

     

    74

     

     

     

    2,885

     

     

     

    (436

    )

    Gain on change in fair value of earnout liabilities

     

     

    150

     

     

     

    67,100

     

     

     

    5,440

     

     

     

    67,100

     

    Loss on change in fair value of derivatives

     

     

    (1,245

    )

     

     

    (76,919

    )

     

     

    (3,778

    )

     

     

    (76,919

    )

    Excess fair value over the consideration received for SAFE

     

     

    -

     

     

     

    -

     

     

     

    -

     

     

     

    (800

    )

    Gain on service fee settlements in connection with the Mergers

     

     

    -

     

     

     

    -

     

     

     

    6,996

     

     

     

    -

     

    Loss on extinguishment of debt obligations

     

     

    (9,348

    )

     

     

    -

     

     

     

    (18,234

    )

     

     

    -

     

    Interest expense

     

     

    (9,179

    )

     

     

    (4,578

    )

     

     

    (24,474

    )

     

     

    (12,264

    )

    Related party interest expense

     

     

    (453

    )

     

     

    -

     

     

     

    (1,707

    )

     

     

    -

     

    Other expense

     

     

    (1,116

    )

     

     

    (1,307

    )

     

     

    (2,019

    )

     

     

    (1,994

    )

    Total Other Income (Expense)

     

     

    (17,832

    )

     

     

    (15,629

    )

     

     

    (34,880

    )

     

     

    (25,312

    )

    Loss Before Income Taxes

     

     

    (30,157

    )

     

     

    (211,106

    )

     

     

    (62,392

    )

     

     

    (263,678

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

    Income tax expense

     

     

    16

     

     

     

    19

     

     

     

    49

     

     

     

    60

     

    Net Loss

     

    $

    (30,173

    )

     

    $

    (211,125

    )

     

    $

    (62,441

    )

     

    $

    (263,738

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net loss attributable to Holdings LLC unitholders prior to the Mergers

     

     

    -

     

     

     

    (176,384

    )

     

     

    -

     

     

     

    (228,997

    )

    Net loss attributable to noncontrolling interests

     

     

    (2,519

    )

     

     

    (16,933

    )

     

     

    (18,456

    )

     

     

    (16,933

    )

    Net Loss Attributable to Class A Common Stockholders

     

    $

    (27,654

    )

     

    $

    (17,808

    )

     

    $

    (43,985

    )

     

    $

    (17,808

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net loss per Class A Common share – basic and diluted

     

    $

    (0.85

    )

     

    $

    (2.93

    )

     

    $

    (2.47

    )

     

    $

    (2.93

    )

    Weighted average shares outstanding – basic and diluted

     

     

    32,381,649

     

     

     

    6,083,847

     

     

     

    17,786,466

     

     

     

    6,083,847

     

    RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

    (in thousands)

     

     

     

     

     

     

     

     

     

    September 30,
    2023

     

    December 31,
    2022

    ASSETS

     

     

     

     

     

     

    Current Assets:

     

     

     

     

     

     

    Cash and cash equivalents

     

    $

    13,433

     

     

    $

    10,079

     

    Accounts receivable, net

     

     

    59,600

     

     

     

    65,923

     

    Contract assets

     

     

    68,629

     

     

     

    55,184

     

    Prepaid expenses

     

     

    19,532

     

     

     

    10,466

     

    Other current assets

     

     

    4,168

     

     

     

    2,109

     

    Related-party notes receivable

     

     

    -

     

     

     

    7,020

     

    Total Current Assets

     

     

    165,362

     

     

     

    150,781

     

     

     

     

     

     

     

     

    Property and equipment, net

     

     

    1,633

     

     

     

    2,644

     

    Operating right-of-use assets

     

     

    792

     

     

     

    2,827

     

    Other noncurrent assets

     

     

    2,043

     

     

     

    4,764

     

    Goodwill

     

     

    32,132

     

     

     

    32,132

     

    Intangible assets, net

     

     

    8,465

     

     

     

    10,881

     

    Total Assets

     

    $

    210,427

     

     

    $

    204,029

     

     

     

     

     

     

     

     

    LIABILITIES AND MEMBERS’ (DEFICIT) EQUITY

     

     

     

     

     

     

    Current Liabilities:

     

     

     

     

     

     

    Accounts payable

     

    $

    52,965

     

     

    $

    75,113

     

    Line of credit

     

     

    65,477

     

     

     

    51,823

     

    Accrued expenses

     

     

    83,666

     

     

     

    108,002

     

    Contract liabilities

     

     

    6,524

     

     

     

    5,888

     

    Operating lease liabilities, current

     

     

    925

     

     

     

    1,880

     

    Warrant liabilities

     

     

    26,502

     

     

     

    20,890

     

    Derivative liabilities

     

     

    8,428

     

     

     

    -

     

    Debt obligations, net of deferred debt charges

     

     

    -

     

     

     

    3,771

     

    Total Current Liabilities

     

     

    244,487

     

     

     

    267,367

     

     

     

     

     

     

     

     

    Long-Term Liabilities:

     

     

     

     

     

     

    Deferred income taxes

     

     

    239

     

     

     

    217

     

    Operating lease liabilities, noncurrent

     

     

    60

     

     

     

    1,826

     

    Debt obligations, net of deferred debt charges

     

     

    76,818

     

     

     

    69,458

     

    Related-party debt obligations, net of deferred debt charges

     

     

    15,794

     

     

     

    10,597

     

    Derivative liabilities

     

     

    5,536

     

     

     

    826

     

    Earn-out liabilities

     

     

    160

     

     

     

    5,600

     

    Other long-term liabilities

     

     

    -

     

     

     

    2,590

     

    Total Long-Term Liabilities

     

     

    98,607

     

     

     

    91,114

     

    Total Liabilities

     

     

    343,094

     

     

     

    358,481

     

     

     

     

     

     

     

     

    Commitments and Contingencies

     

     

     

     

     

     

     

     

     

     

     

     

     

    Stockholders’ (Deficit) Equity:

     

     

     

     

     

     

    Common stock – Class A, par value of $0.0001 per share, 690,000,000 shares authorized, 34,803,951 and 6,985,869 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

     

     

    3

     

     

     

    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 September 30, 2023 and December 31, 2022, respectively

     

     

    -

     

     

     

    1

     

    Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

     

     

    -

     

     

     

    -

     

    Additional paid-in capital

     

     

    118,884

     

     

     

    34,659

     

    Accumulated deficit

     

     

    (381,845

    )

     

     

    (337,860

    )

    Total stockholders’ deficit attributable to Rubicon Technologies, Inc.

     

     

    (262,958

    )

     

     

    (303,199

    )

    Noncontrolling interests

     

     

    130,291

     

     

     

    148,747

     

    Total Stockholders’ Deficit

     

     

    (132,667

    )

     

     

    (154,452

    )

    Total Liabilities and Stockholders’ (Deficit) Equity

     

    $

    210,427

     

     

    $

    204,029

     

    RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

    (in thousands)

     

     

     

     

     

     

     

     

     

    Nine Months Ended

     

     

    September 30,

     

     

    2023

     

    2022

    Cash flows from operating activities:

     

     

     

     

     

     

    Net loss

     

    $

    (62,441

    )

     

    $

    (263,738

    )

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

     

     

     

     

     

     

    Loss on disposal of property and equipment

     

     

    777

     

     

     

    23

     

    Gain on lease agreement amendment

     

     

    (220

    )

     

     

    -

     

    Amortization and depreciation

     

     

    3,982

     

     

     

    4,026

     

    Amortization of debt discount and issuance costs

     

     

    6,392

     

     

     

    2,378

     

    Amortization of related party debt discount and issuance costs

     

     

    586

     

     

     

    -

     

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

     

     

    6,733

     

     

     

    -

     

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

     

     

    1,012

     

     

     

    -

     

    Bad debt reserve

     

     

    2,065

     

     

     

    (2,366

    )

    (Gain) Loss on change in fair value of warrants

     

     

    (2,885

    )

     

     

    436

     

    Loss on change in fair value of derivatives

     

     

    3,778

     

     

     

    76,919

     

    Gain on change in fair value of earn-out liabilities

     

     

    (5,440

    )

     

     

    (67,100

    )

    Loss on extinguishment of debt obligations

     

     

    18,234

     

     

     

    -

     

    Excess fair value over the consideration received for SAFE

     

     

    -

     

     

     

    800

     

    SEPA commitment fee settled in Class A Common Stock

     

     

    -

     

     

     

    892

     

    Equity-based compensation

     

     

    13,239

     

     

     

    88,546

     

    Phantom unit expense

     

     

    -

     

     

     

    6,783

     

    Deferred compensation expense

     

     

    -

     

     

     

    1,250

     

    Settlement of accrued incentive compensation

     

     

    (26,826

    )

     

     

    -

     

    Service fees settled in common stock

     

     

    5,863

     

     

     

    -

     

    Gain on service fee settlement in connection with the Mergers

     

     

    (6,996

    )

     

     

    -

     

    Deferred income taxes

     

     

    22

     

     

     

    41

     

    Change in operating assets and liabilities:

     

     

     

     

     

     

    Accounts receivable

     

     

    4,258

     

     

     

    (13,636

    )

    Contract assets

     

     

    (13,445

    )

     

     

    (5,821

    )

    Prepaid expenses

     

     

    (6,731

    )

     

     

    (5,528

    )

    Other current assets

     

     

    (2,122

    )

     

     

    (131

    )

    Operating right-of-use assets

     

     

    868

     

     

     

    801

     

    Other noncurrent assets

     

     

    140

     

     

     

    355

     

    Accounts payable

     

     

    (22,148

    )

     

     

    10,967

     

    Accrued expenses

     

     

    17,033

     

     

     

    52,450

     

    Contract liabilities

     

     

    636

     

     

     

    (142

    )

    Operating lease liabilities

     

     

    (1,335

    )

     

     

    (1,273

    )

    Other liabilities

     

     

    (1,602

    )

     

     

    150

     

    Net cash flows from operating activities

     

     

    (66,573

    )

     

     

    (112,918

    )

     

     

     

     

     

     

     

    Cash flows from investing activities:

     

     

     

     

     

     

    Property and equipment purchases

     

     

    (750

    )

     

     

    (1,150

    )

    Forward purchase option derivative purchase

     

     

    -

     

     

     

    (68,715

    )

    Net cash flows from investing activities

     

     

    (750

    )

     

     

    (69,865

    )

     

     

     

     

     

     

     

    Cash flows from financing activities:

     

     

     

     

     

     

    Net borrowings on line of credit

     

     

    13,653

     

     

     

    179

     

    Proceeds from debt obligations

     

     

    86,226

     

     

     

    -

     

    Repayments of debt obligations

     

     

    (53,500

    )

     

     

    (4,500

    )

    Proceeds from related party debt obligations

     

     

    14,520

     

     

     

    -

     

    Financing costs paid

     

     

    (13,891

    )

     

     

    (2,000

    )

    Proceeds from issuance of common stock

     

     

    24,767

     

     

     

    -

     

    Proceeds from SAFE

     

     

    -

     

     

     

    8,000

     

    Proceeds from the Mergers

     

     

    -

     

     

     

    196,778

     

    Equity issuance costs

     

     

    (31

    )

     

     

    (21,827

    )

    RSUs withheld to pay taxes

     

     

    (1,067

    )

     

     

    -

     

    Net cash flows from financing activities

     

     

    70,677

     

     

     

    176,630

     

     

     

     

     

     

     

     

    Net change in cash and cash equivalents

     

     

    3,354

     

     

     

    (6,153

    )

    Cash, beginning of period

     

     

    10,079

     

     

     

    10,617

     

    Cash, end of period

     

    $

    13,433

     

     

    $

    4,464

     

     

     

     

     

     

     

     

    Supplemental disclosure of cash flow information:

     

     

     

     

     

     

    Cash paid for interest

     

    $

    9,934

     

     

    $

    9,023

     

     

     

     

     

     

     

     

    Supplemental disclosures of non-cash investing and financing activities:

     

     

     

     

     

     

    Exchange of warrant liability for Class A and Class V Common Stock

     

    $

    2,250

     

     

    $

    1,716

     

    Conversion of SAFE for Class B Units

     

    $

    -

     

     

    $

    8,000

     

    Establishment of earn-out liabilities

     

    $

    -

     

     

    $

    74,100

     

    Equity issuance costs accrued but not paid

     

    $

    -

     

     

    $

    44,235

     

    Fair value of derivatives issued as debt discount and issuance costs

     

    $

    12,739

     

     

    $

    -

     

    Conversions of debt obligations to common stock

     

    $

    17,000

     

     

    $

    -

     

    Conversions of related-party debt obligations to common stock

     

    $

    3,080

     

     

    $

    -

     

    Equity issuance costs waived

     

    $

    6,364

     

     

    $

    -

     

    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 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, 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, 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
    September 30,

     

     

    Nine Months Ended
    September 30,

     

     

     

    2023

     

     

    2022

     

     

    2023

     

     

    2022

     

     

     

    (in thousands, except percentages)

     

    Total revenue

     

    $

    171,257

     

     

    $

    184,983

     

     

    $

    526,919

     

     

    $

    509,395

     

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

     

     

    157,290

     

     

     

    177,738

     

     

     

    490,640

     

     

     

    489,238

     

    Less: amortization and depreciation for revenue generating activities

     

     

    606

     

     

     

    657

     

     

     

    1,794

     

     

     

    1,886

     

    Gross profit

     

    $

    13,361

     

     

    $

    6,588

     

     

    $

    34,485

     

     

    $

    18,271

     

    Gross profit margin

     

     

    7.8

    %

     

     

    3.6

    %

     

     

    6.5

    %

     

     

    3.6

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Gross profit

     

    $

    13,361

     

     

    $

    6,588

     

     

    $

    34,485

     

     

    $

    18,271

     

    Add: amortization and depreciation for revenue generating activities

     

     

    606

     

     

     

    657

     

     

     

    1,794

     

     

     

    1,886

     

    Add: platform support costs(1)

     

     

    5,883

     

     

     

    6,884

     

     

     

    17,661

     

     

     

    19,761

     

    Adjusted gross profit

     

    $

    19,850

     

     

    $

    14,129

     

     

    $

    53,940

     

     

    $

    39,918

     

    Adjusted gross profit margin

     

     

    11.6

    %

     

     

    7.6

    %

     

     

    10.2

    %

     

     

    7.8

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Amortization and depreciation for revenue generating activities

     

    $

    606

     

     

    $

    657

     

     

    $

    1,794

     

     

    $

    1,886

     

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

     

     

    671

     

     

     

    782

     

     

     

    2,188

     

     

     

    2,445

     

    Total amortization and depreciation

     

    $

    1,277

     

     

    $

    1,439

     

     

    $

    3,982

     

     

    $

    4,331

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Platform support costs(1)

     

    $

    5,883

     

     

    $

    6,884

     

     

    $

    17,661

     

     

    $

    19,761

     

    Marketplace vendor costs(2)

     

     

    151,407

     

     

     

    170,854

     

     

     

    472,979

     

     

     

    469,477

     

    Total cost of revenue (exclusive of amortization and depreciation)

     

    $

    157,290

     

     

    $

    177,738

     

     

    $

    490,640

     

     

    $

    489,238

    (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

    September 30,

     

    Nine Months Ended
    September 30,

     

     

    2023

     

    2022

     

    2023

     

    2022

     

     

    (in thousands, except percentages)

    Total revenue

     

    $

    171,257

     

     

    $

    184,983

     

     

    $

    526,919

     

     

    $

    509,395

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net loss

     

    $

    (30,173

    )

     

    $

    (211,125

    )

     

    $

    (62,441

    )

     

    $

    (263,738

    )

    Adjustments:

     

     

     

     

     

     

     

     

     

     

     

     

    Interest expense

     

     

    9,179

     

     

     

    4,578

     

     

     

    24,474

     

     

     

    12,264

     

    Related party interest expense

     

     

    453

     

     

     

    -

     

     

     

    1,707

     

     

     

    -

     

    Interest earned

     

     

    (5

    )

     

     

    (1

    )

     

     

    (11

    )

     

     

    (1

    )

    Income tax expense (benefit)

     

     

    16

     

     

     

    19

     

     

     

    49

     

     

     

    60

     

    Amortization and depreciation

     

     

    1,277

     

     

     

    1,439

     

     

     

    3,982

     

     

     

    4,331

     

    Loss on extinguishment of debt obligations

     

     

    9,348

     

     

     

    -

     

     

     

    18,234

     

     

     

    -

     

    Equity-based compensation

     

     

    2,133

     

     

     

    88,793

     

     

     

    13,239

     

     

     

    88,977

     

    Phantom unit expense

     

     

    -

     

     

     

    2,213

     

     

     

    -

     

     

     

    6,783

     

    Deferred compensation expense

     

     

    -

     

     

     

    1,250

     

     

     

    -

     

     

     

    1,250

     

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

     

     

    (3,354

    )

     

     

    (74

    )

     

     

    (2,885

    )

     

     

    436

     

    Gain on change in fair value of earn-out liabilities

     

     

    (150

    )

     

     

    (67,100

    )

     

     

    (5,440

    )

     

     

    (67,100

    )

    Loss on change in fair value of derivatives

     

     

    1,245

     

     

     

    76,919

     

     

     

    3,778

     

     

     

    76,919

     

    Executive severance charges

     

     

    -

     

     

     

    -

     

     

     

    4,553

     

     

     

    -

     

    Gain on settlement of Management Rollover Bonuses

     

     

    -

     

     

     

    -

     

     

     

    (26,826

    )

     

     

    -

     

    Excess fair value over the consideration received for SAFE

     

     

    -

     

     

     

    -

     

     

     

    -

     

     

     

    800

     

    Nonrecurring merger transaction expenses(3)

     

     

    -

     

     

     

    80,712

     

     

     

    -

     

     

     

    80,712

     

    Gain on service fee settlements in connection with the Mergers

     

     

    -

     

     

     

    -

     

     

     

    (6,996

    )

     

     

    -

     

    Other expenses(4)

     

     

    1,116

     

     

     

    1,307

     

     

     

    2,019

     

     

     

    1,994

     

    Adjusted EBITDA

     

    $

    (8,915

    )

     

    $

    (21,070

    )

     

    $

    (32,564

    )

     

    $

    (56,313

    )

    Net loss as a percentage of total revenue

     

     

    (17.6

    )%

     

     

    (114.1

    )%

     

     

    (11.9

    )%

     

     

    (51.8

    )%

    Adjusted EBITDA as a percentage of total revenue

     

     

    (5.2

    )%

     

     

    (11.4

    )%

     

     

    (6.2

    )%

     

     

    (11.1

    )%

    (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.

     


    The Rubicon Technologies Stock at the time of publication of the news with a raise of +6,60 % to 2,10USD on NYSE stock exchange (08. November 2023, 22:00 Uhr).

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    Rubicon Reports Third Quarter 2023 Financial Results Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide, today reported financial and operational results for …