Rubicon makes significant progress toward profitability and positive Adjusted EBITDA.

Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of technology solutions for waste, recycling, and fleet operations, today reported financial and operational results for the fourth quarter and full year of 2023.

Fourth Quarter 2023 Financial Highlights

• Revenue was $170.7 million, an increase of $4.7 million or 2.8% compared to $166.0 million in the fourth quarter of 2022.
• Gross Profit was $13.2 million, an increase of $6.5 million or 95.4% compared to $6.8 million in the fourth quarter of 2022.
• Adjusted Gross Profit was $18.3 million, an increase of $4.9 million or 36.5% compared to $13.4 million in the fourth quarter of 2022.
• Gross Profit Margin was 7.7%, an increase of 367 bps compared to 4.1% in the fourth quarter of 2022.
• Adjusted Gross Profit Margin was 10.7%, an increase of 264 bps compared to 8.1% in the fourth quarter of 2022.
• Net Loss was $(15.1) million, an improvement of $2.9 million or 16.1% compared to $(18.0) million in the fourth quarter of 2022.
• Adjusted EBITDA was $(0.4) million, an improvement of $17.1 million or 97.5% compared to $(17.6) million in the fourth quarter of 2022.

Full Year 2023 Financial Highlights

• Revenue was $697.6 million, an increase of $22.2 million or 3.3% compared to $675.4 million for the full year 2022.
• Gross Profit was $47.7 million, an increase of $22.7 million or 90.6% compared to $25.0 million for the full year 2022.
• Adjusted Gross Profit was $72.2 million, an increase of $18.9 million or 35.5% compared to $53.3 million for the full year 2022.
• Gross Profit Margin was 6.8%, an increase of 313 bps compared to 3.7% for the full year 2022.
• Adjusted Gross Profit Margin was 10.4%, an increase of 246 bps compared to 7.9% for the full year 2022.
• Net Loss was $(77.6) million, an improvement of $204.2 million or 72.5% compared to $(281.8) million for the full year 2022.
• Adjusted EBITDA was $(33.0) million, an improvement of $41.3 million or 55.6% compared to $(74.3) million for the full year 2022.

Operational and Business Highlights

• RUBICONConnect™ added prestigious clients such as Neiman Marcus and Vail Properties while extending contracts with Gap, Inc., Goodyear Tires, and Americold. In 2024, the focus remains on enhancing relationships with existing customers and expanding the client base by providing better environmental and financial outcomes for customers.
• The Company’s second-annual Next Summit showcased cutting-edge technological developments. Recent innovations include a billing module for streamlined invoicing and AI-driven features to combat illegal waste disposal, ensuring operational efficiency. The third-annual Next Summit will take place in New York City in June 2024, bringing together fleet and commercial partners to facilitate collaboration between waste, recycling, and sustainability experts.
• Rubicon demonstrated its commitment to sustainability through the launch of Technical Advisory Services, empowering customers to achieve sustainability goals with tailored solutions and strategic partnerships.

Fourth Quarter 2023 Review

Revenue was $170.7 million, an increase of $4.7 million or 2.8% compared to $166.0 million in the fourth quarter of 2022, mainly driven by business expansion with existing customers.

Gross Profit was $13.2 million, an increase of $6.5 million or 95.4% compared to $6.8 million in the fourth quarter of 2022, driven by the optimization of the portfolio and margin improvement.

Adjusted Gross Profit was $18.3 million, an increase of $4.9 million or 36.5% compared to $13.4 million in the fourth quarter of 2022, driven by additional higher margin business with existing customers which also drove AGP margin expansion of over 260 bps to 10.7% from 8.1%.

Net Loss was $(15.1) million, an improvement of $2.9 million or 16.1% compared to $(18.0) million in the fourth quarter of 2022.

Adjusted EBITDA was $(0.4) million, an improvement of $17.1 million or 97.5% compared to $(17.6) million in the fourth quarter of 2022.

Full Year 2023 Review

Revenue was $697.6 million, an increase of $22.2 million or 3.3% compared to $675.4 million for the full year 2022 which is predominately due to service expansion and volume increases in the RUBICONConnect business.

Gross Profit was $47.7 million, an increase of $22.7 million or 90.6% compared to $25.0 million for the full year 2022, driven by the optimization of the portfolio and margin improvement.

Adjusted Gross Profit was $72.2 million, an increase of $18.9 million or 35.5% compared to $53.3 million for the full year 2022, driven by additional higher margin business with existing customers which also drove AGP margin expansion of over 245 bps to 10.4% from 7.9%.

Net Loss was $(77.6) million, an improvement of $204.2 million or 72.5% compared to $(281.8) million for the full year 2022.

Adjusted EBITDA was $(33.0) million, an improvement of $41.3 million or 55.6% compared to $(74.3) million for the full year 2022.

Webcast Information

The Rubicon Technologies, Inc. management team will host a conference call to discuss its fourth quarter and full year 2023 financial results this afternoon, Thursday, March 7, 2024, at 5:00 p.m. ET. The call can be accessed via telephone by dialing (929) 203-2112, or toll free at (888) 660-6863, and referencing Rubicon Technologies, Inc. A live webcast of the conference will also be available on the Events and Presentations page on the Investor Relations section of Rubicon’s website (https://investors.rubicon.com/events-presentations/default.aspx). Please log in to the webcast or dial in to the call at least 10 minutes prior to the start of the event.

About Rubicon

Rubicon builds AI-enabled technology products and provides expert sustainability solutions to waste generators, fleet operators, and material processors to help them understand, manage, and reduce waste. As a mission-driven company, Rubicon helps its customers improve operational efficiency, unlock economic value, and deliver better environmental outcomes. To learn more, visit rubicon.com.

Non-GAAP Financial Measures

This press release contains “non-GAAP financial measures,” including Adjusted Gross Profit, Adjusted Gross Profit Margin and Adjusted EBITDA, which are supplemental financial measures that are not calculated or presented in accordance with generally accepted accounting principles (GAAP). Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this press release. The non-GAAP financial measures in this press release may differ from similarly titled measures used by other companies. Definitions of these non-GAAP financial measures, including explanations of the ways in which Rubicon’s management uses these non-GAAP measures to evaluate its business, the substantive reasons why Rubicon’s management believes that these non-GAAP measures provide useful information to investors and limitations associated with the use of these non-GAAP measures, are included under “Use of Non-GAAP Financial Measures” after the tables below. In addition, reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included under “Reconciliations of Non-GAAP Financial Measures” after the tables below.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon current expectations, estimates, projections, and assumptions that, while considered reasonable by Rubicon and its management, are inherently uncertain; factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the outcome of any legal proceedings that may be instituted against Rubicon or others following the closing of the business combination; 2) Rubicon’s ability to continue to meet the New York Stock Exchange’s listing standards following the consummation of the business combination; 3) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 4) continued costs related to the business combination; 5) changes in applicable laws or regulations; 6) the possibility that Rubicon may be adversely affected by other economic, business and/or competitive factors, including the continued impacts of the COVID-19 pandemic, geopolitical conflicts, such as the conflict between Israel and Hamas or Russia and Ukraine, the effects of inflation and potential recessionary conditions; 7) Rubicon’s execution of anticipated operational efficiency initiatives, cost reduction measures and financing arrangements; and 8) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K, Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”), and other documents Rubicon has filed with the SEC. Although Rubicon believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. There may be additional risks that Rubicon presently does not know of or that Rubicon currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements, many of which are beyond Rubicon’s control. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Rubicon does not undertake, and expressly disclaims, any duty to update these forward-looking statements, except as otherwise required by applicable law.

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:

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.

Adjusted EBITDA

The following table presents reconciliations of Adjusted EBITDA to the most directly comparable GAAP financial measure for each of the periods indicated.

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