Third quarter Revenue grew to $185 million, 24%
higher compared to the prior year period
Rubicon Technologies, Inc. (“Rubicon” or the “Company”)
(NYSE: RBT), a leading digital marketplace for waste and recycling
and provider of innovative software-based products for businesses
and governments worldwide, today reported financial and operational
results for the third quarter of 2022.
Third Quarter 2022 Financial Highlights
- Revenue was $185.0 million, 24.0% higher compared to $149.2
million in the third quarter of 2021.
- Gross Profit was $6.6 million, an increase of 16.7% versus $5.6
million generated in the third quarter of 2021.
- Adjusted Gross Profit was $14.1 million, an increase of 18.9%
versus $11.9 million generated in the third quarter of 2021.
- Net loss was $211.1 million versus $18.1 million in the third
quarter of 2021, due primarily to one-time transaction related
expenses.
- Adjusted EBITDA was negative $21.1 million versus $13.3 million
in the third quarter of 2021.
Third Quarter Operational and Business Highlights
- Revenue Net Retention1 in the third quarter was 118.3%,
compared to 109.0% in the third quarter of 2021.
- Rubicon captured a 10.5% increase in its landfill diversion
rate, going from 30.5% to 33.7% year to date.
- In November, Rubicon signed a two-year extension and expansion
of its contract with Walmart, which has been a flagship customer
since 2013.
- Rubicon was recently recognized by Amazon Web Services (“AWS”)
as having achieved “Smart City Competency”, a designation that
recognizes Rubicon as an AWS Partner that helps customers and the
partner community build and deploy innovative smart city
solutions.
“We are very proud of our achievements to date, and are excited
to begin our journey as a publicly traded company,” said Phil
Rodoni, CEO of Rubicon Technologies. “We believe we have built the
definitive platform for eliminating waste which enables us to
provide a differentiated service offering to our customers. Our
core business is strong, and we are focused on accelerating the
Company’s progress to profitability while driving Rubicon’s next
phase of growth.”
Third Quarter Financial Results
In the third quarter, Revenue totaled $185.0 million, an
increase of 24.0% from $149.2 million in the third quarter of 2021
and 12.4% from $164.6 million in the second quarter of 2022. This
strong revenue growth reflected continued expansion within the
Company’s existing customer base, as well as the addition of new
customers.
Gross Profit in the third quarter was $6.6 million, 16.7% higher
compared to the $5.6 million in the third quarter of 2021 and 20.7%
higher compared to $5.5 million in the second quarter of 2022. This
growth in Gross Profit was driven primarily by increased service
with both new and existing customers across business lines.
In the third quarter, Adjusted Gross Profit was $14.1 million,
an increase 18.9% compared to $11.9 million generated in the third
quarter 2021. The result was 11.0% higher compared to $12.7 million
in the second quarter of 2022. This growth was driven primarily by
increased service with both new and existing customers across
business lines.
1 Revenue Net Retention is calculated as a
year-over-year comparison that measures the percentage of revenue
recognized in the current quarter from customers retained from the
corresponding quarter in the prior year. Rubicon believes that its
Revenue Net Retention rate is an important metric to measure
overall client satisfaction and the general quality of its service
offerings as Revenue Net Retention is a composition of revenue
expansion or contraction within Rubicon’s customer accounts.
Net loss was $211.1 million in the third quarter compared to
$18.1 million in the third quarter of 2021 and $27.8 million in the
second quarter of 2022. Impacts from non-recurring expenses
incurred in connection with consummation of the Company’s merger
(the “Mergers”) with Founder SPAC (“Founder”), a loss on a change
in fair value of a forward option within a forward purchase
agreement relating to the sale of certain of Founder’s shares prior
to the Mergers, an increase in software expenses related to the
license and strategic partnership agreement with Palantir and
additional operating expenses incurred as the Company prepared to
operate as a public company contributed to the result in the third
quarter of 2022.
In the third quarter, Adjusted EBITDA was negative $21.1 million
compared to negative $13.3 million in the third quarter of 2021,
and negative $18.9 million in the second quarter of 2022. Impacts
from the increase in software expenses and additional operating
expenses described above contributed to the result in the third
quarter of 2022.
To address cash needs and increase working capital, the Company
is currently in discussions with financing sources to potentially
raise new equity and recapitalize debt prior to its maturity. In
parallel, management is implementing additional measures to further
reduce spending and extend cash availability. Though there is no
guarantee the Company will be able to successfully implement any or
all of its current plans, these initiatives are intended to
increase financial flexibility and push out debt maturities with
the ultimate goal of realizing greater shareholder value by
improving Rubicon’s financial position and future liquidity.
Strategic Focus
Rubicon is aiming to accelerate its progress to profitability,
investing in its leading digital marketplace and suite of products,
and further developing the strategic vision and execution plan for
Rubicon’s next phase of growth. Rubicon has increased focus on
operational efficiencies and working to accelerate cost reduction
measures across the organization, with a goal of thoughtfully and
diligently optimizing margins across the portfolio. The Company
will share additional information on its “bridge to profitability”
plan in the coming quarters as we continue to develop our
plans.
Management Announcement
Rubicon today announced that, effective November 4th 2022, the
Company’s Board of Directors has appointed Kevin Schubert as
President of the Company. Kevin has served as Rubicon’s Chief
Development Officer and Head of Investor Relations since August
2022, and he brings a wealth of finance, legal, and corporate
development experience to his new role as President. Prior to
Rubicon, Kevin has held senior executive and advisory roles with
multiple public companies, including Red Rock Resorts Inc., the Las
Vegas Sands Corp, and he recently held the role of Chief Financial
Officer for Ocean Park Group, an early stage company focused on
experiential hospitality.
Webcast Information
The Rubicon Technologies management team will host a conference
call to discuss its third quarter 2022 financial results this
afternoon, Wednesday, November 9, 2022, at 5pm ET. The call can
also be accessed live via telephone by dialing (888) 660-6863 or
for international callers (929) 203-2112, and referencing Rubicon.
Please log in to the webcast or dial in to the call at least 10
minutes prior to the start of the event. The live webcast of the
conference will also be available at
https://investors.rubicon.com/events-presentations/default.aspx, on
the Events and Presentations page on the Investor Relations section
of Rubicon’s website.
About Rubicon
Rubicon Technologies, Inc. (NYSE: RBT) is a digital marketplace
for waste and recycling, and provider of innovative software-based
products for businesses and governments worldwide. Striving to
create a new industry standard by using technology to drive
environmental innovation, the Company helps turn businesses into
more sustainable enterprises, and neighborhoods into greener and
smarter places to live and work. Rubicon’s mission is to end waste.
It helps its partners find economic value in their waste streams
and confidently execute on their sustainability goals. To learn
more, visit www.Rubicon.com.
Non-GAAP Financial Measures
This earnings release contains “non-GAAP financial measures,”
including Adjusted Gross Profit, Adjusted Gross Profit Margin and
Adjusted EBITDA, which are supplemental financial measures that are
not calculated or presented in accordance with generally accepted
accounting principles (GAAP). Such non-GAAP financial measures
should not be considered superior to, as a substitute for or
alternative to, and should be considered in conjunction with, the
GAAP financial measures presented in this earnings release. The
non-GAAP financial measures in this earnings release may differ
from similarly titled measures used by other companies. Definitions
of these non-GAAP financial measures, including explanations of the
ways in which Rubicon’s management uses these non-GAAP measures to
evaluate its business, the substantive reasons why Rubicon’s
management believes that these non-GAAP measures provide useful
information to investors and limitations associated with the use of
these non-GAAP measures, are included under “Use of Non-GAAP
Financial Measures” after the tables below. In addition,
reconciliations of these non-GAAP financial measures to the most
directly comparable GAAP financial measures are included under
“Reconciliations of Non-GAAP Financial Measures” after the tables
below.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995 and within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of present or historical fact
included in this press release, are forward-looking statements.
When used in this press release, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” the negative of such terms and other similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. Such forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. These forward-looking statements
are based upon current expectations, estimates, projections, and
assumptions that, while considered reasonable by Rubicon and its
management, are inherently uncertain; factors that may cause actual
results to differ materially from current expectations include, but
are not limited to: 1) the outcome of any legal proceedings that
may be instituted against Rubicon or others following the closing
of the business combination; 2) Rubicon’s ability to meet the
NYSE’s listing standards following the consummation of the business
combination; 3) the risk that the business combination disrupts
current plans and operations of Rubicon as a result of consummation
of the business combination; 4) the ability to recognize the
anticipated benefits of the business combination, which may be
affected by, among other things, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; 5) costs related to the business
combination; 6) changes in applicable laws or regulations; 7) the
possibility that Rubicon may be adversely affected by other
economic, business and/or competitive factors, including the
impacts of the COVID-19 pandemic, geopolitical conflicts, such as
the conflict between Russia and Ukraine, the effects of inflation
and potential recessionary conditions; 8) Rubicon’s execution of
anticipated operational efficiency initiatives and cost reduction
measures; and 9) other risks and uncertainties set forth in the
sections entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in Founder’s Registration Statement on
Form S-4, as amended, filed with the SEC, and other documents
Rubicon has filed, with the SEC. Although Rubicon believes the
expectations reflected in the forward-looking statements are
reasonable, nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward looking statements will be achieved. There
may be additional risks that Rubicon presently does not know of or
that Rubicon currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements, many of which are beyond Rubicon’s
control. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Rubicon
does not undertake, and expressly disclaims, any duty to update
these forward-looking statements, except as otherwise required by
applicable law.
RUBICON TECHNOLOGIES, INC AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS (UNAUDITED)
(in thousands, except per share
data)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2022
2021
2022
2021
Revenue:
Service
$
162,789
$
127,256
$
437,755
$
365,511
Recyclable commodity
22,194
21,952
71,640
54,251
Total revenue
184,983
149,208
509,395
419,762
Costs and Expenses:
Cost of revenue (exclusive of amortization
and depreciation):
Service
157,504
122,771
423,382
351,287
Recyclable commodity
20,234
20,340
65,856
51,098
Total cost of revenue (exclusive of
amortization and depreciation)
177,738
143,111
489,238
402,385
Sales and marketing
4,840
3,808
13,336
10,604
Product development
9,803
4,827
28,336
13,350
General and administrative
186,640
11,561
212,520
34,968
Amortization and depreciation
1,439
1,344
4,331
4,958
Total Costs and Expenses
380,460
164,651
747,761
466,265
Loss from Operations
(195,477
)
(15,443
)
(238,366
)
(46,503
)
Other Income (Expense):
Interest earned
1
-
1
2
Gain on forgiveness of debt
-
-
-
10,900
Gain (Loss) on change in fair value of
warrant liabilities
74
-
(436
)
-
Gain on change in fair value of earn-out
liabilities
67,100
-
67,100
-
Loss on change in fair value of forward
purchase option derivative
(76,919
)
-
(76,919
)
-
Excess fair value over the consideration
received for SAFE
-
-
(800
)
-
Other income (expense)
(1,307
)
(326
)
(1,994
)
(730
)
Interest expense
(4,578
)
(2,611
)
(12,264
)
(7,461
)
Total Other Income (Expense)
(15,629
)
(2,937
)
(25,312
)
2,711
Loss Before Income Taxes
(211,106
)
(18,380
)
(263,678
)
(43,792
)
Income tax expense (benefit)
19
(252
)
60
(961
)
Net Loss
(211,125
)
(18,128
)
(263,738
)
(42,831
)
Net loss attributable to Holdings LLC
unitholders prior to the Mergers
(176,384
)
(18,128
)
(228,997
)
(42,831
)
Net loss attributable to noncontrolling
interests
(16,933
)
-
(16,933
)
-
Net Loss Attributable to Class A Common
Stockholders
$
(17,808
)
$
-
$
(17,808
)
$
-
Loss per share - for the
period from August 15, 2022 through September 30, 2022:
Net loss per Class A Common share – basic
and diluted
$
(0.37
)
Weighted average shares outstanding, basic
and diluted
48,670,776
As a result of the Mergers with Founder SPAC consummated on
August 15, 2022 (the “Closing Date”), the capital structure has
changed and loss per share information is only presented for the
period after the Closing Date of the Mergers.
RUBICON TECHNOLOGIES, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS (UNAUDITED)
(in thousands)
September 30,
December 31,
2022
2021
ASSETS
Current Assets:
Cash and cash equivalents
$
4,464
$
10,617
Accounts receivable, net
58,662
42,660
Contract assets
62,805
56,984
Prepaid expenses
11,755
6,227
Other current assets
1,835
1,769
Total Current Assets
139,521
118,257
Property and equipment, net
2,741
2,611
Operating right-of-use assets
3,119
3,920
Other noncurrent assets
2,661
4,558
Goodwill
32,132
32,132
Intangible assets, net
11,685
14,163
Total Assets
$
191,859
$
175,641
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
EQUITY / MEMBERS’ (DEFICIT) EQUITY
Current Liabilities:
Accounts payable
$
58,498
$
47,531
Line of credit
30,095
29,916
Accrued expenses
162,428
65,538
Deferred compensation expense
1,250
8,321
Contract liabilities
4,461
4,603
Operating lease liabilities, current
1,832
1,675
Warrant liabilities
100
1,380
Current portion of long-term debt, net of
debt issuance costs
69,543
22,666
Total Current Liabilities
328,207
181,630
Long-Term Liabilities:
Deferred income taxes
219
178
Operating lease liabilities,
noncurrent
2,340
3,770
Long-term debt, net of debt issuance
costs
-
51,000
Forward purchase option derivative
8,205
-
Earn-out liabilities
7,000
-
Other long-term liabilities
517
367
Total Long-Term Liabilities
18,281
55,315
Total Liabilities
346,488
236,945
Stockholders’ (Deficit) Equity/Members’
(Deficit) Equity:
Common stock – Class A, par value of
$0.0001 per share, 690,000,000 shares authorized, 49,714,239 shares
issued and outstanding as of September 30, 2022
5
-
Common stock – Class V, par value of
$0.0001 per share, 275,000,000 shares authorized, 115,463,646
shares issued and outstanding as of September 30, 2022
12
-
Preferred stock – par value of $0.0001 per
share, 10,000,000 shares authorized, 0 issued and outstanding as of
September 30, 2022
-
-
Additional paid-in capital
11,805
-
Members’ deficit
-
(61,304
)
Accumulated deficit
(327,216
)
-
Total stockholders’ deficit attributable
to Rubicon Technologies, Inc.
(315,394
)
-
Noncontrolling interests
160,765
-
Total Stockholders’ Deficit /Members’
Deficit
(154,629
)
(61,304
)
Total Liabilities and Stockholders’
(Deficit) Equity/ Members’ (Deficit) Equity
$
191,859
$
175,641
RUBICON TECHNOLOGIES, INC AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS (UNAUDITED)
(in thousands)
Nine Months Ended
September 30,
2022
2021
Cash flows from operating
activities:
Net loss
$
(263,738
)
$
(42,831
)
Adjustments to reconcile net loss to net
cash flows from operating activities:
Loss (Gain) on disposal of property and
equipment
23
(30
)
Amortization and depreciation
4,026
4,958
Amortization of debt issuance costs
2,378
1,018
Bad debt reserve
(2,366
)
3,143
Loss on change in fair value of warrant
liabilities
437
-
Loss on change in fair value of forward
purchase option derivative
76,919
-
Gain on change in fair value of earn-out
liabilities
(67,100
)
-
Excess fair value over the consideration
received for SAFE
800
-
SEPA commitment fee settled in Class A
Common Stock
892
-
Equity-based compensation
88,546
486
Phantom unit expense
6,783
2,907
Deferred compensation expense
1,250
-
Gain on forgiveness of debt
-
(10,900
)
Deferred income taxes
41
(1,006
)
Change in operating assets and
liabilities:
Accounts receivable
(13,636
)
(5,774
)
Contract assets
(5,821
)
(11,819
)
Prepaid expenses
(5,528
)
(1,842
)
Other current assets
(131
)
(328
)
Operating right-of-use assets
801
633
Other noncurrent assets
354
(67
)
Accounts payable
10,967
11,773
Accrued expenses
52,450
5,816
Contract liabilities
(142
)
(399
)
Operating lease liabilities
(1,273
)
(996
)
Other liabilities
150
148
Net cash flows from operating
activities
(112,918
)
(45,110
)
Cash flows from investing
activities:
Property and equipment purchases
(1,150
)
(1,294
)
Forward purchase option derivative
purchase
(68,715
)
-
Intangible asset purchases
-
(50
)
Net cash flows from investing
activities
(69,865
)
(1,344
)
Cash flows from financing
activities:
Net borrowings(payments) on line of
credit
179
(4,373
)
Proceeds from long-term debt
-
22,254
Repayments of long-term debt
(4,500
)
(1,500
)
Financing costs paid
(2,000
)
(800
)
Warrants exercised
-
32,490
Proceeds from SAFE
8,000
-
Proceeds from the Mergers
196,778
-
Equity issuance costs
(21,827
)
-
Net cash flows from financing
activities
176,630
48,071
Net change in cash and cash
equivalents
(6,153
)
1,617
Cash, beginning of period
10,617
6,021
Cash, end of period
$
4,464
$
7,638
Supplemental disclosures of cash flow
information:
Cash paid for interest
$
9,023
$
6,119
Supplemental disclosures of non-cash
investing and financing activities:
Exchange of warrant liability for Class A
and Class V Common Stock
$
1,717
$
-
Conversion of SAFE for Class V Common
Stock
$
8,000
$
-
Establishment of earn-out liabilities
$
74,100
$
-
Equity issuance costs accrued but not
paid
$
44,235
$
-
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, 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
forward purchase option derivative, excess fair value over the
consideration received for SAFE, 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,
2022
2021
2022
2021
(in thousands, except
percentages)
Total revenue
$
184,983
$
149,208
$
509,395
$
419,762
Less: total cost of revenue (exclusive of
amortization and depreciation)
177,738
143,111
492,238
402,385
Less: amortization and depreciation for
revenue generating activities
657
450
1,886
2,012
Gross profit
$
6,588
$
5,647
$
18,271
$
15,365
Gross profit margin
3.6
%
3.8
%
3.6
%
3.7
%
Gross profit
$
6,588
$
5,647
$
18,271
$
15,365
Add: amortization and depreciation for
revenue generating activities
657
450
1,886
2,012
Add: platform support costs
6,884
5,787
19,761
16,026
Adjusted gross profit
$
14,129
$
11,884
$
39,918
$
33,403
Adjusted gross profit margin
7.6
%
8.0
%
7.8
%
8.0
%
Amortization and depreciation for revenue
generating activities
$
657
$
450
$
1,886
$
2,012
Amortization and depreciation for sales,
marketing, general and administrative activities
782
894
2,445
2,946
Total amortization and depreciation
$
1,439
$
1,344
$
4,331
$
4,958
Platform support costs(2)
$
6,884
$
5,787
$
19,761
$
16,026
Marketplace vendor costs(3)
170,854
137,324
469,477
386,359
Total cost of revenue (exclusive of
amortization and depreciation)
$
177,738
$
143,111
$
489,238
$
402,385
(2)
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.
(3)
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,
2022
2021
2022
2021
(in thousands)
Net loss
$
(211,125
)
$
(18,128
)
$
(263,768
)
$
(42,831
)
Adjustments:
Interest expense
4.578
2,611
12,264
7,461
Interest earned
(1
)
-
(1
)
(2
)
Income tax expense (benefit)
19
(252
)
60
(961
)
Amortization and depreciation
1,439
1,344
4,331
4,958
Equity-based compensation
88,793
122
88,977
486
Phantom unit expense
2,213
641
6,783
2,907
Deferred compensation expense
1,250
-
1,250
-
(Gain) Loss on change in fair value of
warrant liabilities
(74
)
-
436
-
Gain on change in fair value of earn-out
liabilities
(67,100
)
-
(67,100
)
-
Loss on change in fair value of forward
purchase option derivative
76,919
-
76,919
-
Excess fair value over the consideration
received for SAFE
-
-
800
-
Nonrecurring merger transaction
expenses(4)
80,712
-
80,712
-
Other expenses(5)
1,307
326
1,994
730
Gain on forgiveness of debt
-
-
-
(10,900
)
Adjusted EBITDA
$
(21,070
)
$
(13,336
)
$
(56,313
)
$
(38,152
)
(4)
Nonrecurring merger transaction expenses
primarily consist of management bonus payments and related accruals
in connection with the Mergers.
(5)
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/20221109006024/en/
Investor Contact: Sioban Hickie, ICR, Inc.
rubiconIR@icrinc.com
Media Contact: Dan Sampson Chief Marketing &
Corporate Communications Officer dan.sampson@rubicon.com
RubiconPR@icrinc.com
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