Rubicon Reports Fourth Quarter and Full Year 2023 Financial Results
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 andVail 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 inJune 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
Gross Profit was
Adjusted Gross Profit was
Net Loss was
Adjusted EBITDA was
Full Year 2023 Review
Revenue was
Gross Profit was
Adjusted Gross Profit was
Net Loss was
Adjusted EBITDA was
Webcast Information
The
About
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
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data)
|
||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
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 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(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 |
|
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 |
|
|
|
|
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 |
|
|
4 |
|
|
|
1 |
|
Common stock – Class V, par value of |
|
|
- |
|
|
|
1 |
|
Preferred stock – par value of |
|
|
- |
|
|
|
- |
|
Additional paid-in capital |
|
|
127,716 |
|
|
|
34,659 |
|
Accumulated deficit |
|
|
(394,804 |
) |
|
|
(337,860 |
) |
Total stockholders’ deficit attributable to |
|
|
(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 |
|
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 |
|
|
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 |
|
$ |
- |
|
|
$ |
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
Adjusted EBITDA
Adjusted EBITDA is considered a non-GAAP financial measure under the rules of the
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
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 |
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
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 |
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
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:
Director of Finance & Investor Relations
alexandra.clark@rubicon.com
Media Contact:
Sr. Manager, Corporate Communications
benjamin.spall@rubicon.com
Source: