SEATTLE, Aug. 09, 2021 (GLOBE NEWSWIRE) -- Rover Group, Inc. (“Rover” or the “Company”) (NASDAQ: ROVR), the world’s largest online marketplace for pet care, today announced financial results for the second quarter ended June 30, 2021 reported by A Place for Rover, Inc. prior to its merger with Nebula Caravel Acquisition Corp. on July 30, 2021.

“We are pleased with our strong second quarter financial results, as we drove growth in our core service offerings and reported a record number of new customers largely driven by organic channels,” said Rover co-founder and CEO, Aaron Easterly. "With the completion of our business combination adding approximately $240 million to our balance sheet, we feel well positioned to pursue the opportunities ahead.”

Unless otherwise noted, all comparisons for Q2 2021 are relative to Q2 2019, due to the irregularity in Rover’s 2020 business metrics caused by COVID.

Second Quarter 2021 Financial Highlights:

Second Quarter 2021 Business Metrics:

Second Quarter 2021 Geographic Highlights:

Growth in GBV represents increasing activity on our platform from repeat and new pet parents and may differ from bookings growth depending on the mix of daytime and overnight services for each period.

A chart accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/23503b6a-e23a-43b4-8be2-1adf49d3edb4

“We were encouraged by the strong new customer volume and ongoing travel recovery evidenced throughout the quarter and into July. At the same time, we are closely tracking the impact of COVID-19 and the Delta variant, as we have recently seen a slight increase in cancellations,” said Tracy Knox, CFO. “Our outlook for the remainder of the year balances the strong recent performance and trends in both top and bottom line with some COVID-19 related uncertainty in the near to medium term.”

Raised 2021 Guidance

Guidance for 2021 anticipates increases in paid marketing activities resulting in a trend towards normalized CAC, as well as increased investments in product and technology as we expand our teams and G&A to account for new public company costs. It also anticipates slightly elevated cancellation rates relative to 2019 as there remains some uncertainty related to COVID-19 and the Delta variant and the impact on travel and return to office.

About Rover

Founded in 2011 and based in Seattle, Rover (Nasdaq: ROVR) is the world’s largest online marketplace for pet care. Rover connects pet parents with pet providers who offer overnight services, including boarding and in-home pet sitting, as well as daytime services, including doggy daycare, dog walking, drop-in visits, and grooming. To learn more about Rover, please visit http://www.rover.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Rover’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, including 2021 guidance and projections, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “could,” “can,” “would,” “predict,” “potential,” “poised,” “continue,” “ongoing,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negative of these words or similar terms or expressions, and include statements regarding COVID recovery, changes in travel and working behavior, and the impact on Rover’s business and operating results. Such forward-looking statements involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in the section titled “Risk Factors” in the definitive proxy statement/prospectus filed by Nebula Caravel Acquisition Corp. with the SEC on July 9, 2021 (the “Proxy Statement”). These risk factors will be important to consider in determining future results and should be reviewed in their entirety.

These forward-looking statements are based on Rover’s management’s current expectations and beliefs, as well as several assumptions concerning future events. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Investors are cautioned not to place undue reliance on these forward-looking statements and reported results should not be considered as an indication of future performance.

Forward-looking statements speak only as of the date they are made, and Rover is under no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Rover has filed or will file from time to time with the SEC, including the Proxy Statement.

In addition to factors previously disclosed in Rover’s reports filed with the SEC, including the Proxy Statement, and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: failure to realize the anticipated benefits of Rover’s recent business combination with Nebula Caravel Acquisition Corp.; Rover’s financial performance following the business combination; risks related to Rover’s ability to execute on its business strategy, attract and retain users, develop new offerings, enhance existing offerings, compete effectively, and manage growth and costs; the strength of Rover’s network, effectiveness of its technology, and quality of the offerings provided through its platform; Rover’s ability to retain existing or attract new pet parents and pet care providers; the duration and global impact of COVID-19, including with respect to new variants such as the delta variant; Rover’s ability to maintain and protect its brand reputation; Rover’s assessment of its trust and safety record; ability to attract and retain talent and the effectiveness of its compensation strategies and leadership; changes in applicable laws or regulations; technological disruptions, privacy or data breaches, the loss of data or cyberattacks; the outcome of any known and unknown litigation and regulatory proceedings; costs related to the business combination; and those factors discussed in documents of Rover filed, or to be filed, with the SEC, including the Proxy Statement.

Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Rover’s most recent filings with the SEC which are available, free of charge, at the SEC’s website at www.sec.gov, and in the Proxy Statement.

This press release is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Rover and is not intended to form the basis of an investment decision in Rover. All subsequent written and oral forward-looking statements concerning Rover or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

Definitions

Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, Rover has disclosed in this earnings release Adjusted EBITDA, a non-GAAP financial measure. Reconciliation to the most comparable GAAP measure, net income (loss), is contained in tabular form in the unaudited financial statements below.

Adjusted EBITDA is defined as net loss excluding depreciation and amortization, stock-based compensation expense, income tax expense or benefit, interest expense, interest income, other income (expense), net, and non-routine items such as restructuring, impairment, and certain acquisition and merger related costs. Rover believes that this non-GAAP financial measure, when taken together with net loss, the corresponding U.S. GAAP financial measure, provides meaningful supplemental information regarding its performance by excluding certain items that may not be indicative of its business, results of operations, or outlook. Rover management considers Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in Rover’s business and its historical operating performance on a more consistent basis. Rover believes that the use of Adjusted EBITDA is helpful to its investors as it is a metric used by management in assessing the health of our business and our operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Rover’s management may not be comparable to similarly titled amounts used by other companies.

Our 2021 guidance also includes Adjusted EBITDA. Due to the forward-looking nature of these projections, specific quantifications of the amounts that would be required to reconcile such projections to GAAP measures are not available and Rover’s management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations.

A PLACE FOR ROVER, INC.

Key Business Metrics
(Bookings in thousands, GBV in millions)
(unaudited)

 Three Months Ended June 30, Six Months Ended June 30,
 2019 2020 2021 2019 2020 2021
Bookings:                 
New bookings 175  40  228  301  149  330
Repeat bookings 879  296  848  1,633  1,112  1,389
Total bookings 1,054  336  1,076  1,934  1,261  1,719
GBV$113.9 $32.8 $134.1 $204.9 $119.6 $198.8
                  


A PLACE FOR ROVER, INC.

Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

 Three Months Ended June 30,  Six Months Ended June 30, 
 2020  2021  2020  2021 
Revenue$5,381  $24,482  $22,372  $36,678 
Costs and expenses:               
Cost of revenue (exclusive of depreciation and amortization shown separately below) 6,209   6,283   11,627   10,459 
Operations and support 2,482   3,482   7,537   5,715 
Marketing 2,146   4,462   11,496   7,128 
Product development 4,927   5,086   13,738   9,554 
General and administrative 4,601   5,732   10,803   12,368 
Depreciation and amortization 2,100   1,849   4,862   3,699 
Total costs and expenses 22,465   26,894   60,063   48,923 
Loss from operations (17,084)  (2,412)  (37,691)  (12,245)
Other income (expense), net:               
Interest income 129   4   461   8 
Interest expense (1,009)  (703)  (1,258)  (1,400)
Other expense, net (144)  (26)  (188)  (77)
Total other income (expense), net (1,024)  (725)  (985)  (1,469)
Loss before benefit from income taxes (18,108)  (3,137)  (38,676)  (13,714)
Benefit from income taxes 29   331   52   317 
Net loss$(18,079) $(2,806) $(38,624) $(13,397)
Net loss per share attributable to common stockholders, basic and diluted$(0.63) $(0.09) $(1.35) $(0.45)
Weighted-average shares used in computing net loss per share, basic and diluted 28,699   30,189   28,660   29,837 
                


A PLACE FOR ROVER, INC.

Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)

 December 31,  June 30, 
 2020  2021 
Assets       
Current assets       
Cash and cash equivalents$80,848  $103,386 
Accounts receivable, net 2,992   12,187 
Prepaid expenses and other current assets 3,629   2,782 
Total current assets 87,469   118,355 
Property and equipment, net 24,923   22,914 
Operating lease right-of-use assets —   21,876 
Intangible assets, net 7,967   6,162 
Goodwill 33,159   33,159 
Deferred tax asset, net 1,235   1,574 
Other noncurrent assets 134   4,955 
Total assets$154,887  $208,995 
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit       
Current liabilities       
Accounts payable$1,301  $2,813 
Accrued compensation and related expenses 3,269   4,381 
Accrued expenses and other current liabilities 2,747   5,545 
Deferred revenue 751   8,167 
Pet parent deposits 7,931   33,838 
Pet service provider liabilities 6,140   8,680 
Debt, current portion 4,128   7,746 
Operating lease liabilities, current portion —   2,303 
Total current liabilities 26,267   73,473 
Deferred rent, net of current portion 2,248   — 
Debt, net of current portion 33,398   29,969 
Operating lease liabilities, net of current portion —   26,193 
Other noncurrent liabilities 4,659   783 
Total liabilities 66,572   130,418 
Commitments and contingencies (Note 8)       
Redeemable convertible preferred stock, $0.00001 par value, 87,611 shares authorized as of December 31, 2020 and June 30, 2021; 87,497 shares issued and outstanding as of December 31, 2020 and June 30, 2021; aggregate liquidation preference of $294,802 as of December 31, 2020 and June 30, 2021 290,427   290,427 
Stockholders’ deficit:       
Common stock, $0.00001 par value, 144,250 shares authorized as of December 31, 2020 and June 30, 2021; 29,288 and 30,437 shares issued and outstanding as of December 31, 2020 and June 30, 2021, respectively —   — 
Additional paid-in capital 53,912   57,542 
Accumulated other comprehensive income 253   282 
Accumulated deficit (256,277)  (269,674)
Total stockholders’ deficit (202,112)  (211,850)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit$154,887  $208,995 
        


A PLACE FOR ROVER, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

 Six Months Ended June 30, 
 2020  2021 
OPERATING ACTIVITIES       
Net loss$(38,624) $(13,397)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:       
Stock-based compensation 2,479   2,148 
Depreciation and amortization 11,243   7,177 
Non-cash operating lease costs —   950 
Net amortization of investment premiums 9   — 
Amortization of debt issuance costs 240   238 
Deferred income taxes (96)  (329)
Loss on disposal of property and equipment 177   10 
Changes in operating assets and liabilities:       
Accounts receivable 760   (9,188)
Prepaid expenses and other current assets 518   712 
Other noncurrent assets —   38 
Accounts payable (4,730)  1,512 
Accrued expenses and other current liabilities (4,727)  980 
Deferred revenue and pet parent deposits (11,652)  33,321 
Pet service provider liabilities (3,646)  2,540 
Operating lease liabilities —   (1,057)
Other noncurrent liabilities 1,148   111 
Net cash (used in) provided by operating activities (46,901)  25,766 
INVESTING ACTIVITIES       
Purchase of property and equipment (455)  (393)
Capitalization of internal-use software (3,969)  (2,988)
Proceeds from disposal of property and equipment —   19 
Purchases of available-for-sale securities (16,286)  — 
Proceeds from sales of available-for-sale securities 5,367   — 
Maturities of available-for-sale securities 17,830   — 
Net cash provided by (used in) investing activities 2,487   (3,362)
FINANCING ACTIVITIES       
Proceeds from exercise of common stock options 251   1,482 
Payment of deferred transaction costs —   (1,352)
Proceeds from borrowing on credit facilities 64,401   — 
Net cash provided by financing activities 64,652   130 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 22   4 
Net increase in cash, cash equivalents, and restricted cash 20,260   22,538 
Cash, cash equivalents, and restricted cash beginning of period 67,654   80,848 
Cash, cash equivalents, and restricted cash end of period$87,914  $103,386 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION       
Cash paid for income taxes$49  $7 
Cash paid for interest$729  $1,138 
NON-CASH INVESTING AND FINANCING ACTIVITIES       
Purchase of property and equipment in accounts payable and accrued liabilities$8  $— 
Issuance of common stock warrants under credit facility and subordinated credit facility agreements$657  $— 
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. Holdback$62  $— 
Deferred transaction costs included in accrued expenses and other current liabilities$—  $3,430 
Reconciliation of Cash, Cash Equivalents and Restricted Cash       
Cash and cash equivalents$87,870  $103,386 
Restricted cash included in prepaid expenses and other current assets 44   — 
Total cash, cash equivalents and restricted cash$87,914  $103,386 
        


A PLACE FOR ROVER, INC.

Adjusted EBITDA Reconciliation
(in thousands)
(unaudited)

 Three Months Ended June 30,  Six Months Ended June 30, 
 2020  2021  2020  2021 
 (in thousands) 
Adjusted EBITDA reconciliation:               
Net loss$(18,079) $(2,806) $(38,624) $(13,397)
Add (deduct):               
Depreciation and amortization(1) 6,599   3,608   11,243   7,177 
Stock-based compensation(2) 894   1,147   2,479   2,148 
Interest income (129)  (4)  (461)  (8)
Interest expense 1,009   703   1,258   1,400 
Other expense, net 144   26   188   77 
Benefit from income taxes (29)  (331)  (52)  (317)
Restructuring expense(3) 1,159   —   3,239   — 
Acquisition and merger-related costs(4) 3   151   31   1,056 
Adjusted EBITDA$(8,429) $2,494  $(20,699) $(1,864)


(1)Depreciation and amortization include amortization expense related to capitalized internal use software, which is recognized as cost of revenue (exclusive of depreciation and amortization shown separately) in the consolidated statements of operations.
(2)Stock-based compensation expense includes equity granted to employees as well as for professional services to non-employees.
(3)Restructuring costs include expenses for severance-related and legal costs incurred during the implementation of our restructuring plan.
(4)Acquisition and Merger-related costs include accounting, legal, consulting and travel related expenses incurred in connection with business combinations.
  

Contacts:

MEDIA
pr@rover.com
Kristin Sandberg
(360) 510-6365

INVESTORS
brinlea@blueshirtgroup.com
Brinlea Johnson
(415) 269-2645