Atlanta, GA – August 21, 2024​ – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (OTC: RBTC), a leading provider of technology-based waste and recycling solutions, today reported financial and operational results for the second quarter of 2024.

“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.

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) changes in applicable laws or regulations; 3) the possibility that Rubicon may be adversely affected by other economic, business and/or competitive factors; 4) Rubicon’s execution of anticipated operational efficiency initiatives, cost reduction measures and financing arrangements; and 5) 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 for the year ended December 31, 2023 (filed March 28, 2024 with the Securities and Exchange Commission (the “SEC”)), Registration Statement on Form S-3, 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.

Investor Contact
Grant Deans
Interim Chief Financial Officer
grant.deans@rubicon.com

Media Contact
Benjamin Spall
Director of Communications
benjamin.spall@rubicon.com

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