Rubicon Reports Second Quarter 2024 Financial Results

Business Wire

Wed, Aug 21, 2024, 5:09 PM 17 min read

"We’re thrilled with our Q2 performance, where our team’s relentless focus on customer success and strategic account management has paid off," said Osman Ahmed, Interim CEO of Rubicon. "By signing new customers and unlocking upsell opportunities within our existing base, we have demonstrated that when our partners win, we win. We look forward to building on this momentum and achieving even greater success going forward."

Second Quarter 2024 Financial Highlights

Revenue was $163.1 million, a decrease of $8.8 million or 5.1% compared to $171.9 million in the second quarter of 2023.
Gross Profit was $4.5 million, a decrease of $5.5 million or 54.6% compared to $10.0 million in the second quarter of 2023.
Adjusted Gross Profit was $10.6 million, a decrease of $5.6 million or 34.5% compared to $16.2 million in the second quarter of 2023.
Pro-forma Adjusted Gross Profit excluding operating expenses attributable to the Fleet Technology Business Unit was $11.6 million, a decrease of $4.6 million or 28.3% compared to $16.2 million in the second quarter of 2023.
Net Income was $27.3 million, an increase of $50.1 million or 219% compared to the net loss of $(22.8) million in the second quarter of 2023.
Adjusted EBITDA was $(12.4) million, a decrease of $2.7 million or 27.8% compared to $(9.7) million in the second quarter of 2023.
Pro-forma Adjusted EBITDA excluding operating expenses attributable to the Fleet Technology Business Unit was $(9.9) million.

Operational and Business Highlights

On July 1, 2024, Rubicon announced the appointment of Osman Ahmed, formerly lead independent director on the Company’s Board of Directors, as interim CEO. Ahmed is Co-Founder of New Circle Capital, a structured capital provider to small and mid-cap companies, and Senior Advisor at 10X Capital, a multi-strategy technology investment firm.
Select new customers this quarter included The Army & Airforce Exchange Service, Fortune Brands, TK Elevators, and the Veterinary Emergency Group (VEG).
In Q2, Rubicon renewed one of its largest accounts—a leading big-box retailer—through 2027. When this account was first launched, the Company managed just over 100 sites; Rubicon now oversees more than 1,800 sites across multiple material streams.

For more information about Rubicon’s second quarter 2024 financial results, please see the Company’s shareholder letter dated August 21, 2024.

Sale of Fleet Technology Business Unit

On May 7, 2024, Rubicon announced that the Company has sold its fleet technology business unit and issued convertible preferred stock in Rubicon to Rodina Capital, a private investment firm based in Florida, in a sale with a total transaction value of $94.2 million, which includes up-front cash of $61.7 million and an earnout consideration of $12.5 million that would be payable in 2024, along with a $20 million issuance of convertible preferred stock.

These transactions are transformational for the Company, ensuring Rubicon’s long-term viability, improving its balance sheet by reducing debts and providing additional liquidity to enable the Company to quickly achieve its business objectives, accelerate its journey to profitability, and continue growing its core business. Importantly, it marks a return to Rubicon’s core principles, a business centered on a customer-focused approach that has been instrumental in the Company’s growth from the outset. This strategic move underscores Rubicon’s dedication to the RUBICONConnect? product, which serves commercial waste generators from small to medium-sized businesses to Fortune 500 companies. Many of the Company’s commercial customers are looking to Rubicon to help them achieve sustainability goals with tailored zero waste and circular economy solutions, including through the Company’s Technical Advisory Services (TAS). This sale and the new capital will be dedicated to improving services and strengthening Rubicon’s longstanding relationship with more than 8,000 vendor and hauler partners, 90 percent of which are small, independent businesses.

About Rubicon

Rubicon builds technology products and provides expert sustainability solutions to waste generators 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.

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue:
Service	$	146,725		$	158,027		$	293,978		$	322,350
Recyclable commodity		16,422			13,923			32,232			28,656
Total revenue		163,147			171,950			326,210			351,006

Costs and Expenses:
Cost of revenue (exclusive of amortization and depreciation):
Service		143,575			149,307			283,922			306,821
Recyclable commodity		14,893			11,968			28,947			25,155
Total cost of revenue (exclusive of amortization and depreciation)		158,468			161,275			312,869			331,976
Sales and marketing		2,332			1,947			4,020			4,391
Product development		5,271			6,568			11,896			14,009
General and administrative		10,667			13,698			23,754			31,886
Gain on settlement of incentive compensation		-			-			-			(18,622	)
Amortization and depreciation		950			1,074			1,881			2,187
Total Costs and Expenses		177,688			184,562			354,420			365,827
Loss from continuing operations		(14,541	)		(12,612	)		(28,210	)		(14,821	)

Other Income (Expense):
Interest earned		26			5			59			6
Gain (loss) on change in fair value of warrant liabilities		3,718			(414	)		13,469			(469	)
Gain on change in fair value of earnout liabilities		22			470			133			5,290
Loss on change in fair value of derivatives		(721	)		(335	)		(2,020	)		(2,533	)
Gain on service fee settlements in connection with the Mergers		-			6,364			-			6,996
Loss on extinguishment of debt obligations		(8,782	)		(6,783	)		(8,782	)		(8,886	)
Interest expense		(8,413	)		(8,119	)		(19,163	)		(15,295	)
Related party interest expense		(540	)		(661	)		(1,062	)		(1,254	)
Other expense, net		(666	)		(482	)		(1,617	)		(903	)
Total Other Expense, Net		(15,356	)		(9,955	)		(18,983	)		(17,048	)
Loss from Continuing Operations Before Income Taxes		(29,897	)		(22,567	)		(47,193	)		(31,869	)

Income tax expense		102			17			114			33
Net Loss from Continuing Operations, net of tax	$	(29,999	)	$	(22,584	)	$	(47,307	)		(31,902	)

Discontinued Operations:
Loss from discontinued operations		(456	)		(233	)		(1,125	)		(366	)
Net gain on sale of discontinued operations		59,674			-			59,674			-
Income tax expense		(1,881	)		-			(1,881	)		-
Net income (loss) from discontinued operations, net of tax		57,337			(233	)		56,668			(366	)
Net income (loss)		27,338			(22,817	)		9,361			(32,268	)
Net loss from continuing operations attributable to noncontrolling interests		(479	)		(9,508	)		(1,915	)		(15,742	)
Net loss from continuing operations attributable to Class A common stockholders		(29,520	)		(13,076	)		(45,392	)		(16,160	)
Net income (loss) from discontinued operations attributable to noncontrolling interests		960			(107	)		914			(195	)
Net income (loss) from discontinued operations attributable to Class A common stockholders	$	56,377		$	(126	)	$	55,754		$	(171	)

Net loss from continuing operations per Class A Common share – basic and diluted		(0.32	)		(0.98	)		(0.65	)		(1.56	)
Net earnings (loss) from discontinued operations per Class A Common share – basic and diluted		0.61			(0.01	)		0.80			(0.02	)
Net earnings (loss) per Class A Common share – basic and diluted		0.29			(0.99	)		0.15			(1.58	)
Weighted average shares outstanding – basic		58,854,594			13,276,407			52,461,596			10,367,920
Weighted average shares outstanding – diluted		58,854,594			13,276,407			52,461,596			10,367,920

The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.

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 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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(in thousands, except percentages)
Total revenue	$	163,147		$	171,950		$	326,210		$	351,006

Net income (loss)	$	27,338		$	(22,817	)	$	9,361		$	(32,268	)
Adjustments:
Interest expense		8,413			8,119			19,163			15,295
Related party interest expense		540			661			1,062			1,254
Interest earned		(26	)		(5	)		(59	)		(6	)
Income tax expense		102			17			114			33
Amortization and depreciation		950			1,074			1,881			2,187
Loss on extinguishment of debt obligations		8,782			6,783			8,782			8,886
Equity-based compensation		526			1,804			1,095			11,106
(Gain) Loss on change in fair value of warrant liabilities		(3,718	)		414			(13,469	)		469
Gain on change in fair value of earn-out liabilities		(22	)		(470	)		(133	)		(5,290	)
Loss on change in fair value of derivatives		721			335			2,020			2,533
Executive severance charges		622			-			2,154			4,553
Gain on settlement of Management Rollover Bonuses		-			-			-			(26,826	)
Gain on service fee settlements in connection with the Mergers		-			(6,364	)		-			(6,996	)
Other expenses⁽¹⁾		666			482			1,617			903
Net (income) loss from discontinued operations		(57,337	)		233			(56,668	)		366
Adjusted EBITDA	$	(12,443	)	$	(9,734	)	$	(23,080	)	$	(23,801	)
Net income (loss) as a percentage of total revenue		16.8	%		(13.3	)%		2.9	%		(9.2	)%
Adjusted EBITDA as a percentage of total revenue		(7.6	)%		(5.7	)%		(7.1	)%		(6.8	)%

(1)	Other expenses primarily consist of foreign currency exchange gains and losses, taxes, penalties and gains and losses on sale of property and equipment.

Adjusted EBITDA - Proforma

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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(in thousands, except percentages)
Total revenue	$	163,147		$	171,950		$	326,210		$	351,006

Net income (loss): Before Proforma Adjustment	$	27,338		$	(22,817	)	$	11,861		$	(32,268	)
Adjustments: Fleet Technology Business Unit		2,500
Net income (loss)	$	29,838		$	(22,817	)	$	11,861		$	(32,268	)

Interest expense		8,413			8,119			19,163			15,295
Related party interest expense		540			661			1,062			1,254
Interest earned		(26	)		(5	)		(59	)		(6	)
Income tax expense		102			17			114			33
Amortization and depreciation		950			1,074			1,881			2,187
Loss on extinguishment of debt obligations		8,782			6,783			8,782			8,886
Equity-based compensation		526			1,804			1,095			11,106
(Gain) Loss on change in fair value of warrant liabilities		(3,718	)		414			(13,469	)		469
Gain on change in fair value of earn-out liabilities		(22	)		(470	)		(133	)		(5,290	)
Loss on change in fair value of derivatives		721			335			2,020			2,533
Executive severance charges		622			-			2,154			4,553
Gain on settlement of Management Rollover Bonuses		-			-			-			(26,826	)
Gain on service fee settlements in connection with the Mergers		-			(6,364	)		-			(6,996	)
Other expenses⁽¹⁾		666			482			1,617			903
Net (income) loss from discontinued operations		(57,337	)		233			(56,668	)		366
Adjusted EBITDA	$	(9,943	)	$	(9,734	)	$	(20,580	)	$	(23,801	)
Net income (loss) as a percentage of total revenue		18.3	%		(13.3	)%		3.6	%		(9.2	)%
Adjusted EBITDA as a percentage of total revenue		(6.1	)%		(5.7	)%		(6.3	)%		(6.8	)%

(1)	Other expenses primarily consist of foreign currency exchange gains and losses, taxes, penalties and gains and losses on sale of property and equipment.

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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(in thousands, except percentages)
Total revenue	$	163,147		$	171,950		$	326,210		$	351,006
Less: total cost of revenue (exclusive of amortization and depreciation)		158,468			161,275			312,869			331,976
Less: amortization and depreciation for revenue generating activities		119			614			698			1,188
Gross profit	$	4,560		$	10,061		$	12,643		$	17,842
Gross profit margin		2.8	%		5.9	%		3.9	%		5.1	%

Gross profit	$	4,560		$	10,061		$	12,643		$	17,842
Add: amortization and depreciation for revenue generating activities		119			614			698			1,188
Add: platform support costs⁽¹⁾		5,952			5,541			12,382			11,777
Adjusted gross profit	$	10,631		$	16,216		$	25,723		$	30,807
Adjusted gross profit margin		6.5	%		9.4	%		7.9	%		8.8	%

Amortization and depreciation for revenue generating activities	$	119		$	614		$	698		$	1,188
Amortization and depreciation for sales, marketing, general and administrative activities		831			730			1,183			1,517
Total amortization and depreciation	$	950		$	1,344		$	1,881		$	2,705

Platform support costs⁽¹⁾	$	5,952		$	5,541		$	12,382		$	11,777
Marketplace vendor costs⁽²⁾		151,956			156,621			301,927			321,573
Total cost of revenue (exclusive of amortization and depreciation)	$	158,908		$	162,162		$	314,309		$	333,350

(1)	We define platform support costs as costs to operate our revenue generating platforms that do not directly correlate with volume of sales transactions procured through our digital marketplace. Such costs include employee costs, data costs, platform hosting costs and other overhead costs.
(2)	We define marketplace vendor costs as direct costs charged by our hauling and recycling partners for services procured through our digital marketplace.

Adjusted Gross Profit and Adjusted Gross Profit Margin - Proforma

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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(in thousands, except percentages)
Total revenue	$	163,147		$	171,950		$	326,210		$	351,006
Less: total cost of revenue (exclusive of amortization and depreciation)		157,468			161,275			311,869			331,976
Less: amortization and depreciation for revenue generating activities		19			614			598			1,188
Gross profit	$	5,560		$	10,061		$	13,743		$	17,842
Gross profit margin		3.5	%		5.9	%		4.2	%		5.1	%

Gross profit	$	5,560		$	10,061		$	13,743		$	17,842
Add: amortization and depreciation for revenue generating activities		19			614			598			1,188
Add: platform support costs⁽¹⁾		5,952			5,541			12,382			11,777
Adjusted gross profit	$	11,631		$	16,216		$	26,723		$	30,807
Adjusted gross profit margin		7.1	%		9.4	%		8.2	%		8.8	%

Amortization and depreciation for revenue generating activities	$	19		$	614		$	598		$	1,188
Amortization and depreciation for sales, marketing, general and administrative activities		831			730			1,183			1,517
Total amortization and depreciation	$	850		$	1,344		$	1,781		$	2,705

Platform support costs⁽¹⁾	$	5,952		$	5,541		$	12,382		$	11,777
Marketplace vendor costs⁽²⁾		151,956			156,621			300,927			321,573
Total cost of revenue (exclusive of amortization and depreciation)	$	157,908		$	162,162		$	313,309		$	333,350

(1)	We define platform support costs as costs to operate our revenue generating platforms that do not directly correlate with volume of sales transactions procured through our digital marketplace. Such costs include employee costs, data costs, platform hosting costs and other overhead costs.
(2)	We define marketplace vendor costs as direct costs charged by our hauling and recycling partners for services procured through our digital marketplace.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240821677910/en/

Contacts

Investor Contact:
Grant Deans
Interim Chief Financial Officer
[email protected]

Media Contact:
Benjamin Spall
Director of Communications
[email protected]

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