Nature of operations and summary of significant accounting policies (Policies) | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | | | | |
Basis of Presentation and Consolidation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. All financial statements and information about events after April 30, 2021 are unaudited. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern consideration in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the date of issuance of these financial statements. | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from April 26, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on October 20, 2021 and October 26, 2021, respectively. | | |
Use of Estimates | | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | | |
Cash and Cash Equivalents | | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | | |
Net loss per common unit | Net Loss Per Ordinary Share Net loss per share of ordinary shares is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,031,250 | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | | |
Income Taxes | | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | | | | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | | | | |
Nature of Operations | | | | Nature of Operations Advanced Hauler, LLC and Rubicon Public Sector, LLC, Delaware limited liability companies, were organized on November 1, 2010, and contributed to Rubicon Technologies, LLC as wholly-owned subsidiaries upon formation on April 11, 2011. Subsequent to organization, Rubicon Technologies, LLC formed additional subsidiaries for the purpose of conducting business in various sectors that have been dissolved. Operations for the years ended December 31, 2020 and 2019 were primarily through Rubicon Global, LLC. Rubicon Technologies, LLC and all subsidiaries are hereafter referred to as “Rubicon” or the “Company.” Rubicon provides a data-centric approach to its sustainable waste and recycling solutions. As such, Rubicon provides comprehensive management of customers’ waste streams through innovative, cost-saving, waste and recycling solutions throughout the United States and Canada. Rubicon provides consultation and management services to customers for waste removal, waste management, logistics, and recycling solutions. Consultation and management services include planning, consolidation of billing and administration, cost savings analyses, and vendor performance monitoring and management. The combination of Rubicon’s technology and services provides a holistic audit of customer waste streams. Rubicon also provides logistics services and markets and resells recyclable commodities. |
Principles of Consolidation | | | | Principles of Consolidation |
Segments | | | Segments | Segments |
Basis of Presentation and Consolidation | | | Basis of Presentation and Consolidation In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2020. These condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The Company’s condensed consolidated financial statements include the accounts of Rubicon Technologies, LLC, and subsidiaries. The Company’s condensed consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2021. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report for the fiscal year ended December 31, 2020. | Basis of Accounting |
Use of Estimates | | | Use of Estimates | Use of Estimates |
Revenue Recognition | | | Revenue Recognition Management reviews contracts and agreements the Company has with its waste generators and haulers, and performs an extensive evaluation to consider the most appropriate manner in accordance with ASC 606-10, Revenue Recognition: Principal Agent Considerations Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and are the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and are the agent in the transaction (net). Management has concluded that the Company is the principal in most arrangements as it controls the waste removal service and is the primary obligor in the transactions. | Revenue Recognition Revenue from Contracts with Customers (Topic 606) Pursuant to ASC 606, the Company applies the following five-step model: 1. Identify the contract(s) with a customer. 2. Identify the performance obligation(s) in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the Company satisfies a performance obligation. The Company recognizes service revenue over time, consistent with efforts performed and when the customer simultaneously receives and consumes the benefits provided by the Company’s services. The Company recognizes recyclable commodity revenue point in time when the ownership, risks and rewards transfer. The Company derives its revenue from waste removal, waste management and consultation services, platform subscriptions, and the purchase and sale of recyclable commodities. |
Service Revenue | | | | Service Revenue Service revenues are comprised of waste removal and consultation services provided to customers for waste, recycling and logistics solutions. Services include planning, consolidation of billing and administration, cost savings analyses, vendor procurement and performance management, and a suite of solutions providing insights to the customers’ waste streams. In general, fees are billed, and revenue is recognized over time as control is transferred. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing a service. The Company bills for certain services prior to performance. Such services include, among others, certain commercial and residential contracts and equipment rentals. These advance billings are included in contract liabilities and recognized as revenue in the period service is provided. |
Recyclable Commodity Revenue | | | | Recyclable Commodity Revenue The Company recognizes recyclable commodity revenue through the purchase and sale of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials at market prices. In certain instances, the Company issues recycling rebates to its customers, which can be based on the price received upon the final sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities. The fees received are based primarily on the market, type and volume or weight of the materials sold. In general, fees are billed, and revenue is recognized when control is transferred. Revenue recognized under these agreements is variable in nature based on the volume and type of materials sold. In addition, the amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. Management reviews contracts and agreements the Company has with its waste generators and haulers, and performs an extensive evaluation to consider the most appropriate manner in accordance with ASC 606-10 , Revenue Recognition: Principal Agent Considerations Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and are the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and are the agent in the transaction (net). Management concluded that Rubicon is the principal in most arrangements as the Company controls the waste removal service and are the primary obligor in the transactions. |
Cost of Revenue, exclusive of amortization and depreciation | | | Cost of Revenue, exclusive of amortization and depreciation Cost of recyclable commodity revenues primarily consists of expenses related to purchase of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation of technology costs, which are recognized in operating expense on the condensed consolidated statements of operations. | Cost of Revenue, exclusive of amortization and depreciation Cost of recyclable commodity revenues primarily consists of expenses related to purchase of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation of technology costs, which are recognized in operating expense on the consolidated statements of operations. |
Cash and Cash Equivalents | | | Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | | | | Accounts Receivable Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to operations and a credit to an allowance for doubtful accounts. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $ 7.1 5.9 |
Contract Balances | | | Contract Balances 55.2 43.4 43.3 Contract liabilities (deferred revenue) consists of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring front load services in advance on a monthly basis. As of September 30, 2021 and December 31, 2020, the Company had deferred revenue balances of $ 3.6 4.0 3.6 | Contract Balances Contract assets represent the Company’s right to consideration based on satisfied performance obligations from contracts with customers but have not yet been billed to the customer. Accounting for contract assets requires estimates and assumptions regarding the quantity of waste collected by their vendors. The Company estimates quantities using historical transaction and market data based on the waste stream composition, equipment type, and equipment size. During the years ended December 31, 2020 and 2019, the Company recognized the following changes to contract assets (in thousands): Schedule Of Contract Assets Balance, January 1, 2019 $ 43,362 Invoiced to customers in the current period (42,677 ) Changes in estimate related to prior period (685 ) Estimated accrual related to current period 55,088 Balance, December 31, 2019 55,088 Invoiced to customers in the current period (56,892 ) Changes in estimate related to prior period 1,804 Estimated accrual related to current period 43,357 Balance, December 31, 2020 $ 43,357 Contract liabilities consists of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring front load services in advance on a monthly basis. During the year ended December 31, 2020, the Company recognized $ 2.9 1.8 |
Accrued Hauler Expenses | | | Accrued Hauler Expenses | Accrued Hauler Expenses During the years ended December 31, 2020 and 2019, the Company recognized the following changes to accrued hauler expenses (in thousands): Schedule Of Accrued Hauler Expenses Balance, January 1, 2019 $ 41,168 Invoiced by vendors in the current period (40,401 ) Changes in estimate related to prior period (767 ) Estimated accrual related to current period 41,339 Balance, December 31, 2019 41,339 Invoiced by vendors in the current period (43,288 ) Changes in estimate related to prior period 1,949 Estimated accrual related to current period 37,429 Balance, December 31, 2020 $ 37,429 |
Fair Value Measurements | | | Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these items. | Fair Value Measurements Level 1 – Valuations for financial assets and financial liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 2 – Valuations are obtained from readily available pricing sources via independent providers for market transactions involving similar financial assets and financial liabilities. Level 3 – Valuations for financial assets and financial liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models, and similar techniques and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such financial assets or financial liabilities. The compensation costs recorded in conjunction with phantom units issued under the terms of the Company’s Unit Appreciation Rights Plan are recorded at fair value and remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of phantom units are based on the number of units granted, forfeited, and vested during the period along with changes in the Company’s fair market value. As the fair value measure is based on significant inputs that are not observable in the market, it is categorized as Level 3. The contingent consideration and earnout liabilities related to business combinations are recorded at fair value and remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value are based on significant inputs that are not observable in the market and are categorized as Level 3. |
Property and Equipment | | | | Property and Equipment 1.6 1.3 Lives used for depreciation calculations are as follows: Live Used For Depreciation Computers, equipment and software 3 - 5 years Furniture and fixtures 3 - 5 years Customer equipment 3 - 10 years Leasehold improvements Lesser of useful life or remaining lease term |
Leases | | | | Leases Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement, net of any future tenant incentives. The Company’s lease terms may include options to extend or terminate the lease. Periods beyond the noncancelable term of the lease are included in the measurement of the lease liability when it is reasonably certain that the Company will exercise the associated extension option or waive the termination option. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within the control of the Company. As most of the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is an estimate of the interest rate the Company would have to pay to borrow on a collateralized basis with similar terms and payments. The lease ROU asset is recognized based on the lease liability, adjusted for any rent payments or initial direct costs incurred or tenant incentives received prior to commencement. Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. The Company has entered into subleases or has made decisions and taken actions to exit and sublease certain unoccupied leased office space. Similar to other long-lived assets discussed below, management tests ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flow do not fully cover the costs of the associated lease. |
Advertising | | | | Advertising 2.1 2.7 |
Goodwill and Intangible Assets | | | | Goodwill and Intangible Assets The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. During the year ended December 31, 2020, the Company considered the impacts of COVID-19 pandemic as qualitative factors in the annual goodwill impairment test. Based on the cumulative evidence, management concluded the qualitative indicators did not meet the more likely than not threshold; thus, no impairment losses were recorded for the year ended December 31, 2020. During the year ended December 31, 2019, no triggering events occurred that required goodwill impairment testing and, accordingly, no impairment losses were recorded. |
Impairment of Long-Lived Assets | | | | Impairment of Long-Lived Assets no |
Debt Issuance Costs | | | | Debt Issuance Costs |
Customer Acquisition Costs | | | Customer Acquisition Costs The Company makes certain expenditures related to acquiring contracts for future services. These expenditures are capitalized and amortized in proportion to the expected future revenue from the customer, which in most cases results in straight-line amortization over the life of the customer. Amortization of these customer incentive costs is presented within amortization and depreciation on the statements of operations. Total customer acquisition costs capitalized as of September 30, 2021 were insignificant. Total customer acquisition costs capitalized as of September 30, 2020 totaled $ 0.5 0.3 0.3 1.6 1.1 | Customer Acquisition Costs The Company makes certain expenditures related to acquiring contracts for future services. These expenditures are capitalized and amortized in proportion to the expected future revenue from the customer, which in most cases results in straight-line amortization over the life of the customer. Amortization of these customer acquisition costs is presented within amortization and depreciation on the statements of operations. Total customer acquisition costs capitalized for the years ended December 31, 2020 and 2019 totaled $ 0.5 2.5 1.5 1.6 |
Net loss per common unit | | | | Net loss per common unit The diluted net loss per unit attributable to common unit holders is computed by giving effect to all potential dilutive common unit equivalents outstanding for the period. The dilutive effect of these potential common units is reflected in diluted earnings per unit by application of the treasury stock method. The dilutive effect of outstanding warrants is reflected in diluted earnings per unit by application of the if-converted method. For purposes of this calculation, unvested incentive units and any outstanding warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per common unit as their effect is antidilutive. |
Income Taxes | | | | Income Taxes The consolidated financial statements include a provision for income taxes related to the acquisition of RiverRoad Waste Solutions, Inc. (“RiverRoad”), a C-Corporation, on June 22, 2018 (see Note 14). RiverRoad is subject to both state and federal income tax, and both the state and federal tax obligations associated with RiverRoad are reflected in the accompanying consolidated balance sheets as a component of accrued liabilities. The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in tax positions taken or expected to be taken on a tax return and provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if, based on its merits, the position is more likely than not to be sustained on audit by taxing authorities. The Company recognizes interest and penalties related to income tax matters, including those related to uncertain tax positions, in income tax expense. Under the guidance, the Company first determines whether it would more likely than not sustain its position if it were analyzed with full knowledge of all the relevant facts and other information. For those tax positions that meet this threshold, the Company measures the amount of tax benefit based on the largest amount of tax benefit that the Company has a greater than 50% chance of realizing in a final settlement with the relevant authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. At December 31, 2020 or 2019, the Company has no tax positions that meet this threshold and, therefore, has not recognized any adjustments. |